<SUBMISSION>
<ACCESSION-NUMBER>0000950117-02-000501
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020131
<FILING-DATE>20020313
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>COOPER COMPANIES INC
<CIK>0000711404
<ASSIGNED-SIC>3851
<IRS-NUMBER>942657368
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1031
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-08597
<FILM-NUMBER>02574248
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>6140 STONERIDGE MALL RD
<STREET2>STE 590
<CITY>PLEASANTON
<STATE>CA
<ZIP>94588
<PHONE>9254603600
</BUSINESS-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>COOPERVISION INC
<DATE-CHANGED>19870701
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a32241.txt
<DESCRIPTION>THE COOPER COMPANIES 10-Q
<TEXT>

<PAGE>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934


    For Quarterly Period Ended January 31, 2002
                               ----------------


( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934


    For the transition period from                 to
                                   ---------------    ------------


Commission File Number 1-8597
                       ------


                           The Cooper Companies, Inc.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                           94-2657368
-------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


           6140 Stoneridge Mall Road, Suite 590, Pleasanton, CA 94588
-------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (925) 460-3600
                                                   ---------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                    Yes X   No
                                       ---    ---

Indicate the number of shares outstanding of each of issuer's classes of common
stock, as of the latest practicable date.

Common Stock, $.10 par value                            15,225,224
------------------------------                 --------------------------------
           Class                               Outstanding at February 28, 2002








<PAGE>



                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES



                                      INDEX

<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                                          Page No.
                                                                                       --------
<S>         <C>                                                                        <C>
  Item 1. Financial Statements

            Consolidated Condensed Statements of Income - Three Months
              Ended January 31, 2002 and 2001                                               3

            Consolidated Condensed Balance Sheets - January 31, 2002
              and October 31, 2001                                                          4

            Consolidated Condensed Statements of Cash Flows - Three
              Months Ended January 31, 2002 and 2001                                        5

            Consolidated Condensed Statements of Comprehensive Income -
              Three Months Ended January 31, 2002 and 2001                                  6

            Notes to Consolidated Condensed Financial Statements                            7

  Item 2. Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                                          17

  Item 3. Quantitative and Qualitative Disclosure About Market Risk                        27

PART II. OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K                                                 28

Signature                                                                                  30

Index of Exhibits                                                                          31
</TABLE>


                                       2








<PAGE>



                          PART I. FINANCIAL INFORMATION
                          Item 1. Financial Statements
                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                   Consolidated Condensed Statements of Income
                  (In thousands, except for per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       January 31,
                                                                 ----------------------
                                                                   2002           2001
                                                                 -------        -------
<S>                                                              <C>            <C>
Net sales                                                        $58,112        $49,976
Cost of sales                                                     20,625         16,790
                                                                 -------        -------
Gross profit                                                      37,487         33,186
Selling, general and administrative expense                       23,215         21,415
Research and development expense                                     857            884
Amortization of intangibles                                          308          1,222
                                                                 -------        -------
Operating income                                                  13,107          9,665
Interest expense                                                     893            999
Other income, net                                                  1,036            826
                                                                 -------        -------
Income before income taxes                                        13,250          9,492
Provision for income taxes                                         3,845          3,183
                                                                 -------        -------
Net income                                                       $ 9,405        $ 6,309
                                                                 =======        =======

Earnings per share:
   Basic                                                         $  0.62        $  0.44
                                                                 =======        =======
   Diluted                                                       $  0.61        $  0.43
                                                                 =======        =======

Number of shares used to compute earnings per share:
   Basic                                                          15,220         14,493
                                                                 =======        =======
   Diluted                                                        15,538         14,818
                                                                 =======        =======
</TABLE>


                             See accompanying notes.


                                       3






<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                      Consolidated Condensed Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 January 31,          October 31,
                                                                                    2002                  2001
                                                                                  --------             --------
<S>                                                                               <C>                  <C>
                                              ASSETS                                      (In thousands)
Current assets:
   Cash and cash equivalents                                                      $  4,867             $ 12,928
   Trade receivables, net                                                           56,016               55,318
   Marketable securities                                                             5,006                7,982
   Inventories                                                                      54,176               51,153
   Deferred tax asset                                                               17,689               17,308
   Other current assets                                                             11,227               10,516
                                                                                  --------             --------
      Total current assets                                                         148,981              155,205
                                                                                  --------             --------
Property, plant and equipment, net                                                  64,519               61,028
Goodwill, net                                                                      130,112              131,732
Other intangibles, net                                                              13,690               13,890
Deferred tax asset                                                                  28,830               31,246
Other assets                                                                         3,808                3,748
                                                                                  --------             --------
                                                                                  $389,940             $396,849
                                                                                  ========             ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Short-term debt                                                               $  27,103             $  8,249
   Accounts payable                                                                 10,537               11,149
   Accrued acquisition costs                                                        16,605               16,378
   Accrued income taxes                                                              8,162                7,688
   Other current liabilities                                                        25,058               24,509
                                                                                  --------             --------
      Total current liabilities                                                     87,465               67,973
Long-term debt                                                                      36,813               60,553
Other noncurrent liabilities                                                         2,978               12,039
                                                                                  --------             --------
      Total liabilities                                                            127,256              140,565
                                                                                  --------             --------
Commitments and Contingencies (Note 8)
Stockholders' equity:
   Common stock, $.10 par value                                                      1,589                1,588
   Additional paid-in capital                                                      278,835              278,459
   Accumulated other comprehensive loss                                             (5,915)              (3,305)
   Accumulated deficit                                                              (1,468)             (10,112)
   Other                                                                              (156)                (145)
   Treasury stock at cost                                                          (10,201)             (10,201)
                                                                                  --------             --------
         Total stockholders' equity                                                262,684              256,284
                                                                                  --------             --------
                                                                                  $389,940             $396,849
                                                                                  ========             ========
</TABLE>


                             See accompanying notes.



                                       4







<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         January 31,
                                                                                 --------------------------
                                                                                   2002               2001
                                                                                 -------            -------
<S>                                                                              <C>                <C>
Cash flows from operating activities:
   Net income                                                                    $ 9,405            $ 6,309
   Depreciation and amortization                                                   2,093              2,536
   Net increase in operating working capital                                      (4,361)            (5,563)
   Net decrease in non-current liabilities                                        (6,111)            (4,252)
   Net decrease in non-current assets                                              3,142              3,420
                                                                                 -------            -------
Net cash provided by operating activities                                          4,168              2,450
                                                                                 -------            -------
Cash flows from investing activities:
   Purchases of property, plant and equipment                                     (6,273)            (3,269)
   Acquisitions of assets and businesses                                          (5,403)            (3,402)
   Sale of marketable securities                                                   3,622                  -
   Other                                                                             (12)               (18)
                                                                                 -------            -------
Net cash used by investing activities                                             (8,066)            (6,689)
                                                                                 -------            -------
Cash flows from financing activities:
   Net (repayments) proceeds under short-term agreements                          (1,330)                62
   Repayments of long-term debt                                                   (4,228)              (576)
   Proceeds from long-term debt                                                    1,847                634
   Dividends on common stock                                                        (761)              (289)
   Exercise of stock options                                                         330              1,728
                                                                                 -------            -------
Net cash (used) provided by financing activities                                  (4,142)             1,559
                                                                                 -------            -------
Effect of exchange rate changes on cash and cash equivalents                         (21)                52
                                                                                 -------            -------
Net decrease in cash and cash equivalents                                         (8,061)            (2,628)
Cash and cash equivalents - beginning of period                                   12,928             14,608
                                                                                 -------            -------
Cash and cash equivalents - end of period                                        $ 4,867            $11,980
                                                                                 =======            =======
</TABLE>


                             See accompanying notes.



                                       5







<PAGE>



                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Consolidated Condensed Statements of Comprehensive Income
                                 (In thousands)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         January 31,
                                                                                 --------------------------
                                                                                   2002               2001
                                                                                 -------            -------
<S>                                                                              <C>                <C>
Net income                                                                       $ 9,405            $ 6,309
Other comprehensive income (loss), net of tax:
   Foreign currency translation adjustment                                        (2,389)               341
   Change in value of derivative instruments                                          27               (715)

   Unrealized loss on marketable securities                                            -               (177)
   Gain arising during the period                                                    437                  -
   Reclassification adjustment                                                      (685)                 -
                                                                                 -------            -------
   Unrealized loss on marketable securities                                         (248)              (177)
                                                                                 -------            -------
                                                                                  (2,610)              (551)
                                                                                 -------            -------
Comprehensive income                                                             $ 6,795            $ 5,758
                                                                                 =======            =======
</TABLE>


                             See accompanying notes.




                                       6




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)


Note 1.  General

The Cooper Companies, Inc. ("Cooper" or "we" and similar pronouns), through its
principal business units, develops, manufactures and markets healthcare
products. CooperVision ("CVI") markets a range of specialty contact lenses to
correct visual defects, including toric lenses that correct astigmatism,
cosmetic lenses that change or enhance the appearance of the eyes' natural
color, aspheric lenses that improve vision in low light conditions and
multifocal lenses that are designed to correct presbyopia, an age-related vision
defect. Its leading products are disposable-planned replacement toric and
spherical lenses. CooperSurgical ("CSI") markets diagnostic products and
surgical instruments and accessories used primarily by gynecologists and
obstetricians.

During interim periods, we have followed the accounting policies described in
our Form 10-K for the fiscal year ended October 31, 2001. Please refer to this
and to our Annual Report to Stockholders for the same period when reviewing this
Form 10-Q. Certain prior period amounts have been reclassified to conform to
current period presentation. Current results are not a guarantee of future
performance.

The unaudited consolidated condensed financial statements presented in this
report contain all adjustments necessary to present fairly Cooper's consolidated
financial position as of January 31, 2002 and October 31, 2001, and the
consolidated results of its operations and its cash flows for the three months
ended January 31, 2002 and 2001. Unless otherwise disclosed herein, adjustments
are normal and recurring.

Note 2.  Inventories, at the Lower of Average Cost or Market

<TABLE>
<CAPTION>
                                                       January 31,                       October 31,
                                                          2002                               2001
                                                      -------------                     -------------
                                                                      (In thousands)

<S>                                                       <C>                               <C>
Raw materials                                             $10,846                           $ 9,889
Work-in-process                                             9,287                             8,491
Finished goods                                             34,043                            32,773
                                                          -------                           -------
                                                          $54,176                           $51,153
                                                          =======                           =======
</TABLE>


                                       7




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)


Note 3. New Accounting Pronouncements

We adopted Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" ("SFAS 142") in the first quarter of fiscal 2002. In
accordance with the requirements of SFAS 142, during the three months ended
January 31, 2002, we:

o    Evaluated the balance of goodwill and other intangible assets recorded on
     our balance sheet as of October 31, 2001. No reclassifications were
     required to conform to the new criteria for recognition apart from
     goodwill.
o    Reassessed the useful lives and residual values of all acquired intangibles
     assets. No amortization period adjustments were required, and we had no
     intangible assets (other than goodwill) with indefinite useful lives.

We will test goodwill for impairment under SFAS 142 at the reporting unit level.
By April 30, 2002, we will complete our analysis to determine which reporting
units are to be used for goodwill impairment testing. We will then have up to
six months to determine the fair value of each reporting unit and compare it to
the carrying amount. If a reporting unit's carrying amount exceeds its fair
value, we will then perform the second step of the transitional impairment test
by comparing the implied fair value of the reporting unit's goodwill against the
recorded amount. Any transitional impairment loss will be recognized as the
cumulative effect of a change in accounting principle. Based on preliminary
assessments, Management believes that when these steps are completed, the fair
value of each reporting unit will exceed its carrying value.


                                       8




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)


Note 4. Intangible Assets

<TABLE>
<CAPTION>
                                                                             As of January 31, 2002
                                                                     --------------------------------------
                                                                     Gross Carrying            Accumulated
                                                                          Amount               Amortization
                                                                     -----------------         ------------
                                                                                 (In thousands)
<S>                                                                   <C>                       <C>
Other Intangible Assets
Trademarks                                                            $       578               $       125
Patents                                                                    12,710                     3,843
License and distribution rights                                             5,354                     1,121
Other                                                                         150                        13
                                                                      -----------               -----------
                                                                      $    18,792               $     5,102
                                                                      ===========               ===========

Estimated annual amortization expense is about $1.3 million for each of the
years in the five-year period ended October 31, 2006.
                                                                                               (In thousands)
Goodwill
Balance as of November 1, 2001                                                                     $131,732
Goodwill acquired in first quarter                                                                      477
Other adjustments*                                                                                   (2,097)
                                                                                                   --------
                                                                                                   $130,112
                                                                                                   ========
</TABLE>

* Primarily translation differences in goodwill denominated in foreign currency.


                                       9




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)


Note 5. Debt

<TABLE>
<CAPTION>
                                                                      January 31,               October 31,
                                                                         2002                       2001
                                                                     -----------               ------------
                                                                                    (In thousands)
<S>                                                                   <C>                         <C>
Short-term:
Notes payable to banks                                                $    4,984                  $   6,312
Current portion of long-term debt                                         22,119                      1,937
                                                                      ----------                  ---------
                                                                      $   27,103                  $   8,249
                                                                      ==========                  =========

Long-term:
Promissory notes - Aspect                                             $   20,100                  $  20,714
KeyBank line of credit                                                    26,842                     28,955
Aspect Vision bank loans                                                   4,791                      5,019
County of Monroe Industrial Development
   Agency ("COMIDA") bond                                                  2,135                      2,175
Other                                                                        197                        289
Capitalized leases                                                         4,867                      5,338
                                                                      -----------                 ---------
                                                                          58,932                     62,490
Less current portion                                                      22,119                      1,937
                                                                      ----------                  ---------
                                                                      $   36,813                  $  60,553
                                                                      ==========                  =========
</TABLE>

KeyBank Line of Credit:

On January 31, 2002, we had $41 million available for further borrowings (see
Note 11):

<TABLE>

<S>                                                                         <C>
(In millions)

Amount of line                                                             $75.0
Outstanding loans                                                          (34.0)*
                                                                           -----
Available                                                                  $41.0
                                                                           =====
</TABLE>

* Includes $7.2 million in letters of credit backing other debt.


                                       10




<PAGE>



                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)


Note 6.  Earnings Per Share ("EPS")

<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             January 31,
                                                                                  ---------------------------
                                                                                   2002                  2001
                                                                                  -----                  ----
                                                                                  (In thousands, except for
                                                                                       earnings per share)

<S>                                                                               <C>                <C>
Net income                                                                        $  9,405           $  6,309
                                                                                  ========           ========

Basic:
-----
Weighted average common shares                                                      15,220             14,493
                                                                                  ========           ========

Basic earnings per share                                                          $   0.62           $   0.44
                                                                                  ========           ========

Diluted:
-------
Weighted average common shares                                                      15,220             14,493

Add dilutive securities:
-----------------------
Stock options                                                                          318                325
                                                                                  --------           --------
Denominator for diluted earnings per share                                          15,538             14,818
                                                                                  ========           ========

Diluted earnings per share                                                        $   0.61           $   0.43
                                                                                  ========           ========
</TABLE>


                                       11




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)


Pro forma EPS:

We adopted SFAS 142 November 1, 2001. Accordingly, we no longer amortize
goodwill. Actual information for the 2002 period and pro forma EPS for the 2001
period is shown below:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                           January 31,
                                                                                  ---------------------------
                                                                                    2002               2001
                                                                                  --------           -------
                                                                                  (In thousands, except for
                                                                                       earnings per share)

<S>                                                                               <C>                <C>
Net income                                                                        $  9,405           $  6,309
Add back goodwill amortization(1)                                                        -                666
                                                                                  --------           --------
Pro forma net income                                                              $  9,405           $  6,975
                                                                                  ========           ========

Basic earnings per share                                                          $   0.62           $   0.48
                                                                                  ========           ========
Diluted earnings per share                                                        $   0.61           $   0.47
                                                                                  ========           ========

Weighted average common shares                                                      15,220             14,493
                                                                                  ========           ========
Denominator for diluted earnings per share                                          15,538             14,818
                                                                                  ========           ========
</TABLE>

(1) net of tax, assuming an effective tax rate of 29%.

We excluded the following options to purchase Cooper's common stock from the
computation of diluted EPS because their exercise prices were above the average
market price.

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                      January 31,
                                                                  -------------------------------------------
                                                                        2002                       2001
                                                                  ---------------             ---------------

<S>                                                                       <C>                         <C>
Number of shares excluded                                                 530,750                     503,150
                                                                  ===============             ===============
Range of exercise prices                                          $47.31 - $62.21             $36.00 - $62.21
                                                                  ===============             ===============
</TABLE>


                                       12




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)


Note 7. Income Taxes

The effective tax rate ("ETR") for the provision for income taxes of $3.8
million for the three months ended January 31, 2002 was 29%. The ETR is based on
full fiscal year projections for income from continuing operations. The ETR used
to record the provision for income taxes of $3.2 million for the three months
ended January 31, 2001 was 33.5%.

Note 8.  Commitments and Contingencies

Pending Litigation: On April 20, 2001, Wesley Jessen Corporation ("WJ") filed a
lawsuit against CooperVision, Inc. in the United States District Court for the
Central District of California, CV-01-03678. The lawsuit alleges that
CooperVision's Frequency Colors opaque contact lenses (sold under the name
Expressions in the United States) infringe on WJ's United States Patent No.
5,414,477 ("477 Patent") and seeks an injunction and damages of an unspecified
amount. On May 3, 2001, WJ also filed a Motion for a Preliminary Injunction to
stop sales of these lenses in the United States. CooperVision responded that the
asserted patent is invalid and not infringed, and that WJ is otherwise not
entitled to an injunction. The Court heard WJ's Motion for a Preliminary
Injunction on June 11, 2001 and subsequently denied it. On September 26, 2001,
WJ amended its complaint to also allege infringement of U.S. Patent No.
4,668,240 ("240 Patent") by the same CooperVision contact lenses, seeking an
injunction and damages in an unspecified amount. WJ has also filed suit against
the Company in England alleging that the Company's Frequency Colors opaque
lenses infringe on the 240 Patent and one other patent, and in France alleging
that Frequency Colors opaque lenses infringe on yet another patent. Each of the
lawsuits seeks an injunction and damages in an unspecified amount. The Company
believes it does not infringe on WJ's valid patent rights used in the
development and manufacture of opaque lenses, and will vigorously defend these
actions.

Revenue derived from products that include the disputed technology was $2.3
million in 2001, and was approximately $1.2 million in the first quarter of
2002.

Aspect Earn Out Payments: When we acquired Aspect Vision Care, Ltd. ("Aspect")
in 1997, we agreed to make contingent payments to its former shareholders based
upon Aspect's performance over the three-year period ended October 31, 2000. The
parties agreed to an additional amount payable of (pound)13.5 million (about
$20.5 million). Of this amount, (pound)11.1 was paid in fiscal 2001, and the
balance of (pound)2.4 million was paid in December 2001.


                                       13




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Concluded
                                   (Unaudited)


Note 9. Cash Dividends

We paid a semiannual dividend of 5 cents per share on January 4, 2002 to holders
of record on December 14, 2001.

Note 10. Business Segment Information

Cooper is organized by operating business segment for management reporting with
operating income the primary measure of segment profitability. Corporate
expenses are not allocated to segment operating income. Items accounted for
below operating income are not considered when measuring segment profitability.
The accounting policies used to generate segment results are the same as our
overall accounting policies.

Identifiable assets are those assets used in continuing operations excluding
cash and cash equivalents, which we deem to be corporate assets. Long-lived
assets are primarily property, plant and equipment and goodwill and other
intangibles.

Segment information:

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                            January 31,
                                                                 ------------------------------
                                                                   2002                 2001
                                                                 --------             ---------
                                                                        (In thousands)
         <S>                                                      <C>                <C>
         Sales to external customers:
            CVI                                                   $ 42,139           $ 36,394
            CSI                                                     15,973             13,582
                                                                  --------           --------
                                                                  $ 58,112           $ 49,976
                                                                  ========           ========
         Operating income:
            CVI                                                   $ 11,319           $  9,428
            CSI                                                      3,533              1,837
            Corporate                                               (1,745)            (1,600)
                                                                  --------           --------
         Total operating income                                     13,107              9,665
            Interest expense                                          (893)              (999)
            Other income, net                                        1,036                826
                                                                  --------           --------
         Income before income taxes                               $ 13,250           $  9,492
                                                                  ========           ========
</TABLE>


                                       14




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Continued
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    January 31,        October 31,
                                                                                       2002               2001
                                                                                    --------            --------
                                                                                            (in thousands)
<S>                                                                               <C>                    <C>
Identifiable assets:
            CVI                                                                     $250,651             $246,563
            CSI                                                                       86,178               87,056
            Corporate                                                                 53,111               63,230
                                                                                    --------             --------
         Total                                                                      $389,940             $396,849
                                                                                    ========             ========

Goodwill:
            CVI                                                                     $ 84,124             $ 85,107
            CSI                                                                       45,988               46,625
                                                                                    --------             --------
         Total                                                                      $130,112             $131,732
                                                                                    ========             ========

Geographic information:

<CAPTION>
                                                                                          Three Months Ended
                                                                                              January 31,
                                                                                    ------------------------------
                                                                                       2002                  2001
                                                                                    --------             ---------
                                                                                             (in thousands)
<S>                                                                                <C>                   <C>
Sales to external customers by country of domicile:
            United States                                                           $ 42,163             $ 37,666
            Europe                                                                    12,398                8,970
            Canada                                                                     3,551                3,340
                                                                                    --------             --------
         Total                                                                      $ 58,112             $ 49,976
                                                                                    ========             ========

<CAPTION>
                                                                                  January 31,          October 31,
                                                                                     2002                  2001
                                                                                  ----------            ---------
                                                                                            (in thousands)
<S>                                                                                <C>                   <C>
Long-lived assets by country of domicile:
            United States                                                           $ 82,772             $ 80,735
            Europe                                                                   123,405              123,742
            Canada                                                                     2,144                2,173
                                                                                    --------             --------
         Total                                                                      $208,321             $206,650
                                                                                    ========             ========
</TABLE>

Note 11.  Subsequent Events

Biocompatibles: On February 28, 2002, we completed the acquisition of the
contact lens business of Biocompatibles International plc. ("Biocompatibles"),
comprised of its wholly owned subsidiaries Hydron Limited ("Hydron"),
Biocompatibles Eyecare Inc. ("BE Inc.") and Biocompatibles Canada Inc. ("BE
Canada"). Pursuant to an International Share Sale Agreement (the "Sale
Agreement") dated January 15, 2002, among Biocompatibles, Cooper and Cooper's
wholly owned subsidiary Aspect Vision Holdings Limited ("AVH"),



                                       15




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
         Notes to Consolidated Condensed Financial Statements, Concluded
                                   (Unaudited)


Biocompatibles sold all of the outstanding shares of Hydron to AVH and all of
the outstanding shares of BE Inc. and BE Canada to Cooper.

The aggregate consideration paid for the shares and to repay outstanding
indebtedness of the acquired business was (pound)68 million (about $97 million)
plus transaction costs. Cooper paid (pound)24 million of such amount in cash at
closing, which funds were obtained from its existing line of credit, and it and
AVH issued promissory notes in an aggregate principal amount of (pound)44
million to Biocompatibles, maturing on November 15, 2002 and bearing interest at
5% per annum. The notes are secured by the shares of BE Inc., the production
facility of BE Inc. in Norfolk, Virginia, and BE Inc.'s inventory and
receivables. The AVH note is also secured by the shares of Hydron. The notes may
be prepaid at the option of Cooper and AVH without penalty at any time. We are
currently negotiating an expanded bank credit facility which we expect to
complete in early May, part of the proceeds of which will be used to repay the
notes. An Arrangement and Administration Agreement dated February 28, 2002 among
Biocompatibles, Cooper and AVH (the "Administration Agreement") provides for
certain payments to Biocompatibles by Cooper if payment of the principal amount
of the notes, together with accrued interest, is not made by May 15, 2002, until
such time as such payment is made.

Norland Medical Systems: On February 28, 2002, CSI signed an agreement to
acquire the bone densitometry business of Norland Medical Systems ("Norland").
The acquisition is subject to the approval of Norland's shareholders, customary
closing conditions and satisfactory completion of due diligence by CSI. The
transaction is expected to close before the end of April 2002.

Norland's densitometry products, which are used in the evaluation of
osteoporosis, had sales of $8.5 million in 2001. CSI has been a distributor of
these products since November 2000.

Cooper will pay $5 million for the business at closing and may pay additional
amounts not to exceed a maximum purchase price of $12 million based on
performance over three years. Cooper expects that the acquisition will be
neutral to earnings per share in fiscal 2002 and will be accretive thereafter.

Patent License Agreement: On February 13, 2002, we renegotiated the terms of a
license agreement between CVI and certain former shareholders of Aspect. The
renegotiated agreement calls for a fixed license fee of (pound)21.4 million
(about $31 million) including interest, due in quarterly installments, which
escalate at 5% annually, over an eight-year term. Previously, payments were
based on levels of revenue.


                                       16




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


Note numbers refer to "Notes to Consolidated Condensed Financial Statements"
beginning on page 7 of this report.

Forward-Looking Statements: Some of the information included in this Form 10-Q
contains "forward-looking statements" as defined by the Private Securities
Litigation Reform Act of 1995. The forward-looking statements include certain
statements pertaining to our capital resources, performance and results of
operations. In addition, all statements regarding anticipated growth in our
revenue, and anticipated market conditions and results of operations are
forward-looking statements. To identify forward-looking statements look for
words like "believes," "expects," "may," "will," "should," "seeks," "intends,"
"plans," "estimates" or "anticipates" and similar words or phrases. Discussions
of strategy, plans or intentions often contain forward-looking statements.
These, and all forward-looking statements, necessarily depend on assumptions,
data or methods that may be incorrect or imprecise.

Events, among others, that could cause actual results and future actions to
differ materially from those described by or contemplated in forward-looking
statements include major changes in business conditions, a major disruption in
the operations of our manufacturing facilities, new competitors or technologies,
the impact of an undetected virus on our computer systems, acquisition
integration delays or costs, foreign currency exchange exposure, investments in
research and development and other start-up projects, dilution to earnings per
share from acquisitions or issuing stock, regulatory issues, changes in tax
laws, significant environmental cleanup costs above those already accrued,
litigation costs including any related settlements, cost of business
divestitures, the requirement to provide for a significant liability or to write
off a significant asset, changes in accounting principles or estimates, and
other factors described in our Securities and Exchange Commission filings,
including the "Business" section in our Annual Report on Form 10-K for the year
ended October 31, 2001. We caution investors that forward-looking statements
reflect our analysis only on their stated date or the date of this Form 10-Q. We
disclaim any intent to update them except as required by law.


                              Results of Operations

In this section we discuss the results of our operations for the first quarter
of fiscal 2002 and compare them with the same period of fiscal 2001. We discuss
our cash flows and current financial condition beginning on page 24 in the
"Capital Resources and Liquidity" section.

First Quarter Highlights vs. 2001's First Quarter:
o Net sales up 16% to $58.1 million.
o Gross profit up 13%; margin 65% of sales in fiscal 2002 and 66% in fiscal
  2001.
o Operating income up 36% to $13.1 million.
o Diluted earnings per share up 42% to 61 cents from 43 cents.



                                       17




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


Selected Statistical Information - Percentage of Sales and Growth

<TABLE>
<CAPTION>
                                                           Percent of Sales
                                                          Three Months Ended
                                                               January 31,
                                                       ------------------------           %
                                                        2002              2001         Growth
                                                        ----              ----         ------
<S>                                                     <C>              <C>           <C>
Net sales                                               100%             100%             16%
Cost of sales                                            35%              34%             23%
Gross profit                                             65%              66%             13%
Selling, general and administrative                      40%              43%              8%
Research and development                                  1%               2%             (3%)
Amortization                                              1%               2%            (75%)
Operating income                                         23%              19%             36%
</TABLE>

Net Sales: Cooper's two business units, CooperVision ("CVI") and CooperSurgical
("CSI") generate all its revenue:

o   CVI markets a broad range of soft contact lenses for the vision care market
    worldwide.
o   CSI markets diagnostic products, surgical instruments and accessories for
    the gynecological market, primarily in the U.S.


                                       18




<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations, Continued


Our consolidated net sales grew $8.1 million, or 16%:

<TABLE>
<CAPTION>
                            Three Months Ended
                                 January 31,
                          ------------------------          %
                           2002              2001       Increase
                          ------            ------      --------
                                (In millions)
<S>                       <C>               <C>            <C>
CVI                       $42.1             $36.4          16%
CSI                        16.0              13.6          18%
                          -----             -----
                          $58.1             $50.0          16%
                          =====             =====
</TABLE>

CVI Revenue: The contact lens market continues to undergo a shift in modality
away from conventional lenses, designed for replacement annually, toward
disposable lenses designed for replacement daily, and frequently replaced
lenses, designed for replacement biweekly, monthly or quarterly. We refer to the
combination of disposable and frequently replaced lenses as "DPR" lenses in this
report. CVI's revenue growth is driven by volume rather than by price. Our
average selling price on a per lens basis is decreasing, reflective of increased
sales of DPR lenses, which are marketed in multiple lens packaging. This is an
industry trend. Worldwide sales of Cooper's DPR products grew 20% in the
three-month period.

Soft Lens Revenue: CVI's worldwide soft contact lens revenue -- all revenue
except royalty revenue and miscellaneous items -- grew 19% for the three-month
period. Soft lens revenue includes sales of spherical lenses and our specialty
products -- toric, aspheric, cosmetic and multifocal lenses. Toric lenses are
prescribed to correct astigmatism; aspheric lenses help improve visual acuity in
lowlight conditions and correct low levels of astigmatism; cosmetic lenses are
opaque and color enhancing lenses that change eye appearance and multifocal
lenses are designed to correct presbyopia, an age-related vision defect.

Total CVI Revenue (Including Royalty, Freight and Miscellaneous):

<TABLE>
<CAPTION>
Segment                          First Quarter 2002     % Total     Growth
-------                          ------------------     -------     ------
                                                ($ in millions)
<S>                                    <C>                <C>          <C>
U.S.                                   $24.8              59%          9%
International                           15.1              36%         41%
                                       -----             ---
Soft lens revenue                       39.9              95%         19%
Miscellaneous revenue                    2.2               5%        (22%)
                                       -----             ---
                                       $42.1             100%         16%
                                       =====             ===
</TABLE>

The 41% growth in international revenue, from 10.7 million to $15.1 million, was
driven by sales of total DPR lenses that grew by 32% to $11.8 million, and
recently introduced cosmetic and multifocal lenses that generated revenue of
about $1.3 million vs. virtually none in the prior period.


                                       19





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


Revenue in the United States was strong, growing 9% in a market, per independent
market research data, that declined 1%. Our specialty lenses grew 12%. The DPR
lenses (the majority of which are specialty lenses) grew 14% and now account for
over 80% of CVI's U.S. business.

CSI Revenue: CSI revenue grew 18% in the first quarter to $16 million, with
revenue generated by internal or organic growth 10% ahead for the quarter. The
acquisitions in the second and fourth quarters of last year accounted for the
balance of the growth.

Cost of Sales/Gross Profit: Gross profit as a percentage of sales ("margin" or
"gross margin") was as follows:

<TABLE>
<CAPTION>
                              First Quarter Margin
                              --------------------
                              2002            2001
                              ----            ----
<S>                           <C>             <C>
CVI                            69%             71%
CSI                            53%             54%
Consolidated                   65%             66%
</TABLE>

CVI's margin for the first quarter of fiscal 2002 was 69% compared with 71% for
the first quarter last year. The decline was primarily due to a higher
percentage of our sales being generated by our international operations.
International operations typically have lower margin because, as compared with
our sales in the U.S. market, a higher percentage is to distributors. Sales to
distributors typically generate gross margins below those generated by sales to
optometrists, ophthalmologists and retail chains. Corresponding lower operating
expenses typically offset these gross margin reductions, since we leverage our
distributors' infrastructure. Accordingly, we expect that operating income as a
percentage of revenue would not change substantially. Gross margin is expected
to decline longer term, assuming the successful implementation of the following
business initiatives currently in progress:

o    A substantial increase in sales to our Japanese marketing partner. Sales to
     our Japanese marketing partner are priced on a distributor basis.

o    A significant increase in sales into retail channels of distribution which,
     although potentially generating lower gross margins, would provide
     attractive operating margins due to lower operating expenses associated
     with sales in this channel.

At CSI, the effect of the Medscand and other acquisitions decreased our margin.
We expect that, as acquisitions become fully integrated, we will gain additional
efficiencies and CSI's margin will increase.


                                       20





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


Selling, General and Administrative ("SGA") Expense:

<TABLE>
<CAPTION>
                            Three Months Ended January 31,
                        --------------------------------------
                             2002                  2001
                        ---------------      -----------------
                                   ($ in millions)
                                 % Rev.                 % Rev.     % Increase
                                 ------                 ------     ----------
<S>                     <C>        <C>       <C>          <C>         <C>
CVI                     $16.8      40%       $15.3        42%         10%
CSI                       4.6      29%         4.5        33%          3%
Headquarters              1.8      N/A         1.6        N/A          9%
                        -----                -----
                        $23.2      40%       $21.4        43%          8%
                        =====                =====
</TABLE>

Consolidated SGA increased 8% but decreased as a percentage of revenue to 40% in
2002 from 43% in 2001. Results for the three-month period of fiscal 2001 include
nonrecurring SGA charges of about $700,000 to substantially complete the
integration of Leisegang and MedaSonic acquisitions. Without these one-time
costs, SG&A in the first quarter last year would have been 41% of revenue.

Research and Development ("R&D") Expense: We expect R&D spending to remain a low
percentage of revenue, as Cooper is focusing on acquiring products that will not
require large expenditures of time or money before introduction. Most of our R&D
expense relates to costs of clinical and regulatory and other development
activities rather than basic research.

Amortization of intangibles: Amortization expense decreased to $308,000 in the
first quarter of fiscal 2002 from $1.2 million in last year's first quarter,
primarily because we adopted SFAS 142 (see Notes 3 and 4). Goodwill is no longer
amortized. Goodwill amortization included in the first quarter of 2001 was
$938,000.

Operating Income: Operating income improved by $3.4 million, or 36%, in the
fiscal first quarter.

<TABLE>
<CAPTION>
                            Three Months Ended January 31,
                        --------------------------------------
                             2002                  2001
                        ---------------      -----------------
                                   ($ in millions)
                                 % Rev.                 % Rev.     % Increase
                                 ------                 ------     ----------
<S>                     <C>        <C>       <C>          <C>         <C>
CVI                     $11.3     27%         $ 9.4       26%          20%
CSI                       3.6     22%           1.9       14%          92%
Headquarters             (1.8)    N/A          (1.6)      N/A          N/A
                        -----                 -----
                        $13.1     23%         $ 9.7       19%          36%
                        =====                 =====
</TABLE>


                                       21





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


Interest Expense: Interest expense decreased $106,000 or 11%, primarily due to
lower interest rates and favorable currency translation, which reduced interest
expense on our pound sterling denominated debt.

Other Income (Expense), Net:

<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                     January 31,
                                               ---------------------
                                                2002           2001
                                               ------         -----
                                                  (In thousands)
<S>                                            <C>            <C>
Interest income                                $   35         $162
Foreign exchange                                  (20)         (49)
Gain on Litmus/Quidel transaction                   -          719
Gain on sale of Quidel stock                    1,028            -
Other                                              (7)          (6)
                                               ------         ----
                                               $1,036         $826
                                               ======         ====
</TABLE>

In last year's first quarter, Quidel Corporation ("Quidel") acquired Litmus
Concepts, Inc. through an exchange of common stock. We held a preferred equity
position in Litmus, which equated to approximately a 10 percent ownership. As a
result of this transaction, we received common shares of Quidel, and we recorded
a gain of $719,000, as the market value of the Quidel shares received exceeded
the carrying value of our investment in Litmus. In the first quarter of 2002, we
sold 480,000 shares of Quidel stock (about 40% of our holding), realizing a gain
of approximately $1 million.

Interest income in the first quarter of 2002 was $127,000, or 78%, lower than
the prior year, as we have made substantial payments to reduce debt and fund
acquisitions. Additionally, interest rates available on our invested funds were
substantially lower, reflective of reductions effected by the Federal Reserve
over the past year.

Provision for Income Taxes: We estimate that our effective tax rate ("ETR") for
fiscal year 2002 will be 29%, down from 33.5% used for the first quarter of
2001.

We implemented a global tax plan in fiscal 1999 to minimize both the taxes
reported in our statement of income and the actual taxes we will have to pay
once we use all the benefits of our net operating loss carryforwards ("NOLs").
The global tax plan consists of a restructuring of the legal ownership structure
for the CooperVision foreign sales and manufacturing subsidiaries.


                                       22





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


The stock of those subsidiaries is now owned by a single foreign holding
company, which centrally directs much of the activities of those subsidiaries.
The foreign holding company has applied for and received the benefits of a
reduced tax rate under a special tax regime available in its country of
residence. On February 28, 2002, the Company acquired BE Inc. Assuming no other
major acquisitions or large stock issuances, we currently expect that this plan
will extend the cash flow benefits of the NOLs through 2004, and that actual
cash payments of taxes will average less than 5% of pretax profits over this
period. After 2004, actual cash payments of taxes are expected to average less
than 25% of pretax profits.




                                       23





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


                          Capital Resources & Liquidity

First Quarter Highlights:

o  Operating cash flow $4.2 million vs. $2.5 million in 2001's first quarter.

o  Cash flow (pretax income from continuing operations plus depreciation and
   amortization) per diluted share 99 cents vs. 81 cents in 2001's first
   quarter.

Comparative Statistics (Dollars in millions, except per share amounts):

<TABLE>
<CAPTION>
                                                     January 31, 2002     October 31, 2001
<S>                                                        <C>                <C>
Cash and cash equivalents                                   $4.9               $12.9
Total assets                                                $389.9             $396.8
Working capital                                             $61.5              $87.2
Total debt                                                  $63.9              $68.8
Stockholders' equity                                        $262.7             $256.3
Ratio of debt to equity                                     0.24:1             0.27:1
Debt as a percentage of total capitalization                20%                21%
Operating cash flow - twelve months ended                   $27.4              $25.6
Cash flow per diluted share - twelve months ended           $4.32              $4.14
</TABLE>

Operating Cash Flows: Our major source of liquidity continues to be cash flow
provided by operating activities, which totaled $4.2 million in the first
quarter of fiscal 2002 and $27.4 million over the twelve-month period ended
January 31, 2002.

Major uses of cash for operating activities in the first quarter included
payments of $4 million to settle the dispute with Medical Engineering
Corporation, $1.8 million to fund entitlements under Cooper's bonus plans and
$464,000 in interest payments.

Investing Cash Flows: The cash outflow of $8.1 million from investing activities
was driven by capital expenditures of $6.3 million and payments of $5.4 million
on acquisitions including $3.9 million paid to former Aspect Vision Care
shareholders to finalize required earn out payments. The cash outflow was
partially offset by $3.6 million cash received from the sale of Quidel shares.

Financing Cash Flows: Financing activities used $4.1 million of cash, driven
primarily by $3.7 million of net payment of debt. We also paid dividends on our
common stock of $761,000 in the first fiscal quarter of 2002. These cash
outflows were partially offset by $330,000 received from stock option exercises.


                                       24





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Continued


Estimates and Critical Accounting Policies: Estimates and judgments made by
Management are an integral part of financial statements prepared in accordance
with accounting principle generally accepted in the United States of America
("GAAP"). Actual results may be different from amounts reported for or at the
end of any period. We believe that the following critical accounting policies
address the more significant estimates required of Management when preparing our
consolidated financial statements in accordance with GAAP:

o  Revenue recognition -- In general, we recognize revenue upon shipment of
   our products, when risk of ownership transfers to our customers. We record,
   based on historical statistics, appropriate provisions for shipments to
   customers who have the right of return.

o  Adequacy of allowance for doubtful accounts -- In accordance with GAAP, our
   reported balance of accounts receivable, net of the allowance for doubtful
   accounts, represents our estimate of the amount that ultimately will be
   realized in cash. We review the adequacy of our allowance for doubtful
   accounts on an ongoing basis, using historical payment trends and the age
   of the receivables, complemented by individual knowledge of our customers.
   If and when our analyses indicate, we increase or decrease our allowance
   accordingly.

o  Net realizable value of inventory -- GAAP states that inventories be stated
   at the lower of cost or market value, or "net realizable value." On an
   ongoing basis, we review the carrying value of our inventories, measuring
   number of months on hand and other indications of salability and, when
   indicated, reduce the value of inventory if there are indications that the
   carrying value is greater than market.

o  Valuation of goodwill -- In accordance with the provisions of Statements of
   Financial Accounting Standards 141, "Business Combinations," and No. 142,
   "Goodwill and Other Intangible Assets" we will evaluate, by the end of our
   second fiscal quarter, the reporting units to be used to test for
   impairment of goodwill (see Note 3).

Outlook: We believe that cash and cash equivalents on hand of $4.9 million plus
cash from operating activities will fund future operations, capital
expenditures, cash dividends and smaller acquisitions. We are currently
negotiating an expanded bank credit facility, which we expect to complete in
early May. Part of the proceeds will be used to repay notes issued to
Biocompatiles shareholders (see Note 11). At January 31, 2002, we had $41
million available under the KeyBank line of credit. We funded the cash required
for the Biocompatibles acquisition (see Note 11) via cash on hand and borrowings
under our current line of credit.


                                       25





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
            Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations, Concluded


Risk Management: We are exposed to risks caused by changes in foreign exchange,
principally pound sterling denominated debt and from operations in foreign
currencies. We have hedged most of the debt by entering into contracts to buy
sterling forward. We are also exposed to risks associated with changes in
interest rates, as the interest rate on certain of our debt varies with the
London Interbank Offered Rate.

Trademarks: Frequency'r' and Proclear'r' are registered trademarks of The Cooper
Companies, Inc., its affiliates and subsidiaries or both. Expressions'TM' is a
trademark of The Cooper Companies, Inc., its affiliates and subsidiaries or
both.





                                       26





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
        Item 3. Quantitative and Qualitative Disclosure About Market Risk


See Capital Resources and Liquidity under "Risk Management" in Item 2 of this
report.





                                       27





<PAGE>


                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

   (a)  Exhibits.

<TABLE>
<CAPTION>
   Exhibit
   Number                Description
   ------                -----------
  <S>                   <C>
   2.1                   International Share Sale Agreement among Biocompatibles
                         International plc, Aspect Vision Holdings Limited and
                         The Cooper Companies, Inc. incorporated by reference to
                         Exhibit 2.1 to the Company's current report on Form 8-K
                         filed with the Securities and Exchange Commission
                         ("SEC") on March 13, 2002.

   2.2                   Arrangement and Administration Agreement among
                         Biocompatibles International plc, The Cooper Companies,
                         Inc. and Aspect Vision Holdings Limited, incorporated
                         by reference to Exhibit 2.2 to the Company's current
                         report on Form 8-K filed with the SEC on March 13,
                         2002.

   10.11*                Patent License Agreement dated 13 February 2002 between
                         Geoffrey H. Galley & Others and CooperVision, Inc.

   11**                  Calculation of Earnings Per Share.

   99.4                  Note A between Aspect Vision Holdings Limited and
                         Biocompatibles International plc dated 28 February 2002
                         incorporated by reference to Exhibit 99.4 to the
                         Company's current report on Form 8-K filed with the SEC
                         on March 13, 2002.

   99.5                  Note B between The Cooper Companies, Inc. and
                         Biocompatibles International plc dated 28 February 2002
                         incorporated by reference to Exhibit 99.5 to the
                         Company's current report on Form 8-K filed with the SEC
                         on March 13, 2002.

   99.6                  Note C between The Cooper Companies, Inc. and
                         Biocompatibles International plc dated 28 February 2002
                         incorporated by reference to Exhibit 99.6 to the
                         Company's current report on Form 8-K filed with the SEC
                         on March 13, 2002.
</TABLE>


                                       28





<PAGE>


                           PART II - OTHER INFORMATION
                                   (Continued)


*   Confidential treatment has been requested from the Securities and Exchange
    Commission with respect to certain portions of this exhibit. Omitted
    potions have been filed separately with the Commission.

**  The information called for in this exhibit is provided in Footnote 6 to the
    Consolidated Condensed Financial Statements in this report.

(b) Cooper filed the following reports on Form 8-K during the period from
    November 1, 2001 to January 31, 2002.

   Date of Report                   Item Reported
   --------------                   -------------
   November 14, 2001                Item 5.  Other Events
   December 11, 2001                Item 5.  Other Events
   January 15, 2002                 Item 5.  Other Events





                                       29





<PAGE>




                                    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 thereunto duly authorized.



                                           The Cooper Companies, Inc.
                                ---------------------------------------------
                                                (Registrant)



Date: March 13, 2002                      /s/ Stephen C. Whiteford
                                ---------------------------------------------
                                  Vice President and Corporate Controller
                                       (Principal Accounting Officer)




                                       30





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES


                                Index of Exhibits

<TABLE>
<CAPTION>
Exhibit No.                                                                   Page No.
-----------                                                                   --------
  <S>          <C>                                                             <C>
   2.1         International Share Sale Agreement among Biocompatibles
               International plc, Aspect Vision Holdings Limited and The
               Cooper Companies, Inc. incorporated by reference to
               Exhibit 2.1 to the Company's current report on Form 8-K
               filed with the Securities and Exchange Commission ("SEC")
               on March 13, 2002.

   2.2         Arrangement and Administration Agreement among
               Biocompatibles International plc, The Cooper Companies,
               Inc. and Aspect Vision Holdings Limited, incorporated by
               reference to Exhibit 2.2 to the Company's current report
               on Form 8-K filed with the SEC on March 13, 2002.

   10.11*      Patent License Agreement dated 13 February 2002 between
               Geoffrey H. Galley & Others and CooperVision, Inc.

   11**        Calculation of Earnings Per Share.

   99.4        Note A between Aspect Vision Holdings Limited and
               Biocompatibles International plc dated 28 February 2002
               incorporated by reference to Exhibit 99.4 to the Company's
               current report on Form 8-K filed with the SEC on March 13,
               2002.

   99.5        Note B between The Cooper Companies, Inc. and Biocompatibles
               International plc dated 28 February 2002 incorporated by
               reference to Exhibit 99.5 to the Company's current report on
               Form 8-K filed with the SEC on March 13, 2002.

   99.6        Note C between The Cooper Companies, Inc. and Biocompatibles
               International plc dated 28 February 2002 incorporated by
               reference to Exhibit 99.6 to the Company's current report on
               Form 8-K filed with the SEC on March 13, 2002.
</TABLE>


                                       31





<PAGE>


                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES

                                Index of Exhibits
                                   (Continued)


*    Confidential treatment has been requested from the Securities and Exchange
     Commission with respect to certain portions of this exhibit. Omitted
     potions have been filed separately with the Commission.

**   The information called for in this exhibit is provided in Footnote 6 to the
     Consolidated Condensed Financial Statements in this report.





                                       32


                            STATEMENT OF DIFFERENCES
                           -------------------------

The trademark symbol shall be expressed as........................    'TM'
The registered trademark symbol shall be expressed as.............     'r'
The British pound sterling sign shall be expressed as.............     'L'



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>


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                                                                   EXHIBIT 10.11





                            Dated 13th February 2002

                           GEOFFREY H GALLEY & OTHERS       (1)


                                       and


                               COOPER VISION INC.           (2)




          -----------------------------------------------------------
                            PATENT LICENCE AGREEMENT
          -----------------------------------------------------------







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                            PATENT LICENCE AGREEMENT

This Patent Licence Agreement is entered into as of 13th February 2002 by COOPER
VISION INC. whose principal place of business is at 21062 Bake Parkway, Suite
200, Lake Forest, CA 92630, USA (hereinafter "CV") and Geoffrey H Galley of Red
Lodge, The Close, Totteridge, London N20 8PJ, Anthony D Galley, Albert Morland,
Barrie Bevis and Ivor Atkinson (all care of the said Geoffrey H Galley)
(together "the Patent Owners").

WHEREAS: The Patent Owners are owners of a series of patents.

and

WHEREAS: CV entered into a licence with the Patent Owners dated 2 December 1997
("1997 Licence") for itself and its affiliates under those patents to
manufacture contact lenses.

and

WHEREAS: CV intends to acquire Biocompatibles and Hydron.

and

WHEREAS: The Parties wish to terminate with effect from the Effective Date the
1997 Licence,

and

WHEREAS: The Patent Owners are willing to grant a new licence to CV on the terms
and conditions of this Agreement, to apply in substitution for the 1997 Licence.

Now it is hereby agreed as follows:

1.       In this Agreement the following expressions shall have the following
         meanings:

         Affiliate                  shall mean any company which directly or
                                    indirectly controls or is controlled by or
                                    is under common control with another company
                                    including as a subsidiary or holding
                                    company. For the purposes of this
                                    definition, "control" means the ownership of
                                    100% of the issued share capital in or the
                                    legal power to direct or cause the direction
                                    of the general management and policies of
                                    the company in question.

         Agreement                  shall mean this patent licence agreement.





                                      -1-




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         Arbitrator                 shall mean a QC (being Queen's Counsel, who
                                    is a member of a United Kingdom Inn of
                                    Court) acceptable to both Parties with the
                                    assistance, if required, of an independent
                                    chartered accountancy practice acceptable to
                                    both Parties or if no agreement can be
                                    reached within fourteen days of one Party
                                    notifying the other of its wish to refer a
                                    matter to an arbitrator in accordance with
                                    Clause 13, such arbitrator shall, upon the
                                    application of either Party, be appointed by
                                    the President, for the time being, of the
                                    Law Society.

         Biocompatibles             shall mean Biocompatibles Eyecare Inc.

         Biocompatibles             shall mean the patent licence agreement
         Licence                    between Biocompatibles Licence Limited and
                                    the Patent Owners dated 4 December 1997 (now
                                    terminated).

         Effective Date             shall mean the 1st of November 2001.

         Hydron                     shall mean Hydron Limited.

         Hydron Licence             shall mean the patent licence agreement
                                    between Hydron and the Patent Owners dated 6
                                    July 1995.

         Improvement                shall mean any improvement, modification or
                                    addition to the Licensed Patents or to any
                                    Know-How.

         Know-How                   shall mean all information to the extent
                                    that such information is not in the public
                                    domain (including that comprised in
                                    formulae, techniques, designs,
                                    specifications, drawings, components, lists,
                                    manuals, instructions and catalogues)
                                    relating to:

                                    (i)   the composition or production of
                                          Lenses;

                                    (ii)  the design, development, manufacture
                                          or use of Lenses;

                                    (ii)  the repair and maintenance of Lenses;

                                    (iv)  quality control;

                                    (v)   tooling design.




                                      -2-





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         Lenses                     Lenses shall mean contact lenses produced in
                                    accordance with the Licensed Patents.

         Licence Fee                shall mean the Standard Licence Fee or the
                                    Reduced Licence Fee (as the case may be).

         Licensed                   Patents shall mean the patents deriving and
                                    prioritised from an original application
                                    which resulted in the granting of United
                                    Kingdom Patent No. GB 2,226,977 as listed in
                                    Schedule 1, together with all other patent
                                    applications and patents as may in the
                                    future be derived therefrom.

         [ * ]                      shall mean [ * ]

         [ * ]                      shall mean [ * ]

         Parties                    shall mean CV and the Patent Owners.

         Patents                    shall mean the patents included in the
                                    Licensed Patents.

         Quarter                    shall mean the period of 3 calendar months
                                    from the Effective Date and each consecutive
                                    period of 3 calendar months thereafter
                                    (ending on 31 January, 30 April, 31 July and
                                    31 October respectively) and the phrase
                                    "Quarterly" shall be construed accordingly.

         Reduced Licence            shall have the meaning ascribed to it in
         Fee                        Clause 3.3.

         Relevant Tax               shall mean in relation to any payment which
                                    is required to be made under this Agreement
                                    any present or future tax of any nature now
                                    or hereafter imposed by the rules of any tax
                                    authority.

         Standard Licence           shall have the meaning ascribed to it in
         Fee                        Clause 3.1.

         Term                       shall have the meaning ascribed to it in
                                    Clause 9.

         Third Party                shall have the meaning ascribed to it in
                                    Clause 2.3.


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

*   Confidential treatment has been requested from the Securities and Exchange
    Commission. Omitted portions have been filed separately with the Commission.

                                      -3-




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         Year                       shall mean the period of 12 calendar months
                                    from the Effective Date and each consecutive
                                    period of 12 calendar months thereafter
                                    (ending on 31 October). For the purposes of
                                    Schedule 2, "Year 1" is the period from the
                                    Effective Date until 31 October 2002 and
                                    "Year 2", "Year 3" etc. shall be construed
                                    accordingly.

1.2      In this Agreement:

         1.2.1    unless the context otherwise requires all references to a
                  particular Clause or Schedule shall be a reference to that
                  clause or schedule in or to this Agreement as it may be
                  amended from time to time pursuant to this Agreement;

         1.2.2    the headings are inserted for convenience only and shall be
                  ignored in construing this Agreement;

         1.2.3    unless the contrary intention appears, words importing the
                  masculine gender shall include the feminine and vice versa and
                  words in the singular shall include the plural and vice versa;
                  and

         1.2.4    unless the contrary intention appears, words denoting persons
                  shall include any individual, partnership, company,
                  corporation, joint venture, trust, association, organisation
                  or other entity, in each case whether or not having separate
                  legal personality.

2.       TERMINATION OF THE 1997 LICENCE AND GRANT OF NEW LICENCE

2.1      The Parties agree that, in consideration of the covenants contained in
         this Agreement, the 1997 Licence shall, with effect from the Effective
         Date, terminate and all the rights and obligations of the parties
         thereunder shall cease and be of no further force and effect. For the
         avoidance of doubt, any breach by either party thereto of any
         provisions of the 1997 Licence is unconditionally and irrevocably
         waived by the other party thereto and each Party hereby releases and
         discharges the other Party absolutely from all claims and rights
         whatsoever that it may have had arising out of or in connection with
         the 1997 Licence.

2.2      Subject to the other terms and conditions of this Clause 2, the Patent
         Owners hereby grant with effect from the Effective Date to CV a
         worldwide, non-exclusive licence, to make, have made, use and sell
         Lenses under the Licensed Patents.

2.3      CV shall be entitled at any time without notifying the Patent Owners to
         sub-licence its rights hereunder to any Affiliate of CV and, subject to
         Clause 3.5, shall be entitled at





                                      -4-





<PAGE>

         any time without notifying the Patent Owners to sub-license its rights
         hereunder to any person that is not an Affiliate of CV ("Third Party").

2.4      CV agrees that any sub-licences granted by it shall be personal to the
         sub-licensee, shall not be capable of further sub-licensing by the
         sub-licensee, and shall not be assignable and shall not be inconsistent
         with this Agreement and shall not prejudice the Patent Owners' rights
         set out in this Agreement. CV shall forward to the Patent Owners a copy
         of all fully executed sub-licences or sub-licence agreements entered
         into with sub-licensees from time to time within 28 days of execution
         thereof, but shall not be required to do so in respect of any Affiliate
         sub-licensee of CV save that if such sub-licensee ceases to be an
         Affiliate of CV, then CV shall supply to the Patent Owners a copy of
         the relevant sub-licence within 28 days of such sub-licensee ceasing to
         be an Affiliate of CV.

2.5      CV shall at all times during the continuance of this Agreement be
         responsible for the observance and performance by every sub-licensee of
         the terms and conditions of the sub-licence and shall use all
         reasonable endeavours to monitor and enforce the obligations of every
         sub-licensee in terms of the relevant sub-license. Without prejudice to
         the generality of the foregoing, CV shall indemnify the Patent Owners
         in respect of any actions or omissions of the sub-licensee.

2.6      The Patent Owners shall not grant any further licences of the Licensed
         Patents to third parties without the prior written consent of CV.

2.7      If the Patent Owners make or acquire any Improvement relating to the
         Licensed Patents, they shall, to the extent that they are not
         prohibited by law, by any undertaking given to others or by
         considerations relating to security of a patent or other intellectual
         property right protection, promptly notify CV in writing giving details
         thereof and shall provide to CV free of charge such information or
         explanations as CV may reasonably require to be able legally and
         effectively to utilise the same for the Term and the Patent Owners
         shall grant to CV a non-exclusive, worldwide, royalty-free licence to
         the use of Improvements disclosed by the Patent Owners hereunder on the
         same terms as those in this Agreement

2.8      CV and the Patent Owners agree and undertake that, following the
         acquisition by CV (or any of its Affiliates) of Biocompatibles, they
         shall procure (CV procuring in respect of the rights of Biocompatibles
         and the Patent Owners acting in respect of their own rights) that the
         Hydron Licence is terminated with effect from the Effective Date and
         that all the rights and obligations of the parties thereunder and (to
         the extent that any remain following its earlier termination) under the
         Biocompatibles Licence




                                      -5-





<PAGE>

         shall cease and be of no further force and effect to the intent that
         any breach by either party to the Hydron Licence or the Biocompatibles
         Licence (as the case may be) will be unconditionally and irrevocably
         waived and that each party thereto will be released and discharged
         absolutely from all claims and rights whatsoever that any such party
         may have had arising out of or in connection with the Hydron Licence
         and/or the Biocompatibles Licence.

3.       LICENCE FEE

3.1      In consideration of the rights granted to CV under Clause 2, CV shall,
         subject to the provisions of Clause 3.2, pay to the Patent Owners the
         sum of 'L'21,485,494, such sum to be paid in instalments in accordance
         with Clause 4 (the "Standard Licence Fee").

3.2      If, at any time during the Term, [ * ] the provisions of Clause 3.3
         shall apply.

3.3      With effect from the first day of the Quarter ("Relevant Quarter")
         immediately following [ * ], the licence fee payable by CV in
         accordance with Clause 4 shall in respect of each Quarter thereafter be
         reduced by an amount equal to [ * ]% (the "Reduced Licence Fee").

3.4      CV acknowledges that the amount of the Licence Fee payable pursuant to
         this Agreement has been agreed between the Parties by way of full and
         final settlement of all matters and disputes arising out of, or in
         connection with, the 1997 Licence and that, accordingly, the Licence
         Fee shall continue to be payable even if CV ceases directly or
         indirectly to make use of and/or sell Lenses under the Licensed
         Patents.

3.5      If CV grants a sub-licence to a Third Party under Clause 2.3, then CV
         shall pay to the Patent Owners [ * ]% of all royalties and lump sums
         paid to CV and any other benefits whether in cash or in kind receivable
         by CV from any Third Party in consideration of the grant or subsistence
         of such sub-licence. For the avoidance of doubt, CV shall not be
         obliged to account to the Patent Owners in respect of any payments
         received by CV pursuant to any sub-licence granted to an Affiliate of
         CV, even if such Affiliate is subsequently acquired by a third party.

3.6      The Patent Owners hereby agree that, in the event that they become
         entitled to any royalty payments under the Hydron Licence which become
         due at any time after the Effective Date, they shall, at CV's option,
         either assign their right to receive such royalty payments to CV or pay
         such royalty payments over to CV. For the avoidance of doubt, this
         Clause 3.6 shall apply whether or not CV (or any Affiliate of CV)


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

*   Confidential treatment has been requested from the Securities and Exchange
    Commission. Omitted portions have been filed separately with the Commission.

                                      -6-





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         acquires Biocompatibles and/or Hydron. The Patent Owners shall, within
         7 days of the date of this Agreement, instruct Biocompatibles and
         Hydron to pay any royalty payments under the Hydron Licence which
         become due at any time after the Effective Date directly to CV.

4.       PAYMENT

4.1      Subject to Clauses 3.2 and 3.3, CV shall, in respect of each Quarter,
         pay the Patent Owners in pounds sterling in arrears the amount set out
         in the column headed "QUARTERLY FEE ('L')" in Schedule 2 which is
         referable to the relevant Year, such payments to be made no later than
         30 days after the last day of that Quarter. Time shall become of the
         essence in relation to payments due to the Patent Owners under this
         Agreement after a period of 30 days following notification by the
         Patent Owners to CV that CV has failed to make a payment.

4.2      Payment shall be made to each Patent Owner directly into the bank
         account of the relevant Patent Owner as specified to CV by the relevant
         Patent Owner.

4.3      Without prejudice to any other rights the Patent Owners may have,
         interest shall be payable at 2.5% per annum over the base rate of
         National Westminster Bank Plc or its successor on late payment
         calculated on a daily basis from the date on which payments are due
         until receipt of payment in cleared funds by the Patent Owners.

4.4      CV acknowledges and agrees that, if CV is late in making any due and
         payable Licence Fee payment by more than 30 days and if CV fails to
         make such payment together with all interest thereon within 30 days of
         any one of the Patent Owners notifying CV in writing requiring them to
         pay the same, the Licence Fee to the extent not yet received by the
         Patent Owners at such time shall immediately become due and payable in
         full.

5.       TAXES

5.1      Subject to Clause 5.2, all payments to be made by CV to the Patent
         Owners under this Agreement shall be made free and clear of, and
         without deduction or on account of, any Relevant Tax.

5.2      In the event that any relief from deduction or withholding of any
         Relevant Tax may be available, the Patent Owners and CV agree and
         undertake that the Patent Owners will use all reasonable endeavours to
         complete the appropriate form for US tax purposes and lodge the form
         with CV so that an exemption from withholding tax be obtained under the
         applicable double-tax treaty.




                                      -7-





<PAGE>

5.3      Subject to Clauses 5.1 and 5.2, if CV is required by law to make any
         payment under this Agreement subject to the deduction or withholding of
         any Relevant Tax the full amount required to be deducted or withheld to
         the relevant taxation or other authority shall be so deducted or
         withheld by CV under the applicable law and CV shall deliver to the
         Patent Owners within 30 days of actual receipt (or such shorter time
         after actual receipt as the applicable authority requires) a receipt or
         certified copy thereof or other appropriate evidence issued by such
         authority evidencing the payment to such authority of all amounts so
         required to be deducted or withheld in respect of such payment.

5.4      Subject always to Clause 5.5, in circumstances in which CV is required
         by law to make a payment under this Agreement subject to deduction or
         withholding in accordance with Clause 5.3 CV shall, on the relevant
         payment dates, pay to the Patent Owners, in addition to the payments
         due under this Agreement, 50% of the Relevant Sum. For the purposes of
         this clause, the Relevant Sum shall be the amount which is equal to the
         sum which would be required to be paid to the Patent Owners by CV to
         ensure that, after the making of such deduction or withholding as is
         required by Clause 5.3, the Patent Owners would receive and retain
         (free from any liability in respect of any such deduction or
         withholding) a net sum equal to the sum which they would have received
         and so retained had no such deduction or withholding of any Relevant
         Tax been made or been required to be made.

5.5      There shall be no obligation on CV to make a payment to the Patent
         Owners under Clause 5.4 if the Patent Owners in their reasonable
         opinion determine that, by virtue of the withholding or deduction
         referred to in Clause 5.3, they have received, or will within a
         reasonable period receive, a credit against, or any relief for, any tax
         paid or payable by the Patent Owners in respect of the payments due to
         them under this Agreement.



                                      -8-




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6.       INTELLECTUAL PROPERTY

         Except as provided for in this Agreement, CV recognises the Patent
         Owners' title to the Licensed Patents and shall not claim any right,
         title or interest in the Licensed Patents (save as provided for in this
         Agreement) or at any future time seek to register or use any of the
         Licensed Patents in its own name as proprietor.

7.       ENFORCEMENT OF PATENTS AND PROSECUTION OF PATENTS

7.1      If any Party learns of any infringement or suspected infringement of a
         Licensed Patent or Know-How it shall promptly notify the other Parties,
         CV shall have the option and is hereby irrevocably authorised by the
         Patent Owners, at its own expense, and in the name of the Patent
         Owners, to take action against any such infringer or alleged infringer,
         and shall be entitled to any damages received related to such matter.
         If CV so takes action against any such infringer or alleged infringer,
         CV shall, in its absolute discretion, determine what action if any
         shall be taken, and shall have sole control over and shall conduct any
         such action as it shall deem necessary, and the Patent Owners shall
         take such actions as CV reasonably requests (including, but not limited
         to, the use of its name in or being joined as a party to proceedings)
         to facilitate CV's actions, provided, however, that CV shall reimburse
         the Patent Owners for their reasonable expenses in assisting CV in such
         matter.

7.2      In the event that action taken by CV against an infringer pursuant to
         Clause 7.1 results in a court ruling in CV's favour and that the
         reasonable expenses incurred by CV in taking such action exceed the
         amount of damages payable to CV in relation to such matter, the Parties
         shall bear the remainder of such excess expenses [ * ]. Subject to the
         Patent Owners' agreement to the calculation of the amount due from them
         to CV, such amount shall be treated as a prepayment of Licence Fee due
         to the Patent Owners under this Agreement. In any other circumstances,
         CV shall bear its own expenses incurred under Clause 7.1,

7.3      If CV grants a sub-licence to a Third Party following settlement of an
         infringement action brought by it against such Third Party, CV shall be
         entitled to deduct its reasonable costs (f any) in pursuing such action
         from the amounts required to be paid by CV pursuant to Clause 3.5.

7.4      The Patent Owners shall, subject as hereinafter provided, during the
         Term pay all renewal fees and do all such acts and thing as may be
         necessary to maintain in force



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

*   Confidential treatment has been requested from the Securities and Exchange
    Commission. Omitted portions have been filed separately with the Commission.


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         the Patents and shall produce to CV the receipt for such renewal fees
         not less than seven (7) days before the last day for renewing any of
         such Patents (excluding periods allowed in extension of the time limit
         for renewing), and in default shall recognise the right of CV to pay
         the same and to be credited with the cost thereof. The Patent Owners
         shall reimburse CV for any fees paid by CV pursuant to this Clause 7.4
         within fourteen (14) days of receiving from CV notification that CV has
         paid such fees.

7.5      The Patent Owners undertake, during the Term, not to abandon or allow
         to lapse any of the Patents or to amend the specification of any of
         them during the Term without the prior written consent of CV.

8.       INDEMNIFICATION

8.1      Subject to Clause 8.2, the Patent Owners will indemnify and hold
         harmless CV (together with its officers, servants and agents) against
         any and all liability, loss, damages, costs (whether special, indirect,
         consequential, direct or otherwise) including attorneys' fees

         (i)   that may be incurred in defending any claim or

         (ii)  awarded or agreed to be paid in respect of any claim, to any
               third party in respect of any claim or action that the possession
               or use of the Licensed Patents and Know-How infringes the patents
               of the said third party. The Patent Owners shall have full
               conduct of such claims save that they shall not settle or
               otherwise compromise such claims without the prior written
               consent of CV, such consent not to be unreasonably withheld or
               delayed. If either Party learns of any infringement or suspected
               infringement of the patents of a third party as referred to
               above, it shall promptly notify the other Party.

8.2      In the event of the Patent Owners becoming liable to CV under the
         provisions of Clause 8.1, the amount payable to CV under that Clause
         shall not exceed an amount equal to the Licence Fee payable to the
         Patent Owners under this Agreement from the date of a third party
         bringing an action against CV. Under no circumstances shall the Patent
         Owners be required to repay any Licence Fee paid to them prior to the
         date of such action being brought. CV shall be entitled to suspend
         payment of the Licence Fee to the Patent Owners from the date of such
         action being brought provided that

         8.2.1    in the event the third party action is struck out for want of
                  prosecution or otherwise or in any case when an action is lost
                  by the third party, CV shall forthwith pay to the Patent
                  Owners the amount of the Licence Fee falling due during the
                  period of the suspension, and





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<PAGE>


         8.2.2    in the event of a third party successfully bringing an action
                  against CV for infringement of that third party's patent or
                  patents ("Third Party Patent") by the possession or use by CV
                  of one or more of the Licensed Patents and CV paying royalties
                  to that third party in respect of the Third Party Patent, CV
                  shall, in addition to suspending payments of the Licence Fee
                  in respect of the appropriate Licensed Patent, be entitled to
                  deduct from the Licence Fee due to the Patent Owners under
                  this Agreement the amount of any royalties it pays to such
                  third party in respect of the Third Party Patent.

9.       TERM

         This Agreement shall remain in effect from the Effective Date for a
         period of eight Years or until the last of the Licensed Patents
         expires, is abandoned or is finally adjudicated invalid, whichever is
         the earlier (the "Term"), and, save as provided in Clause 10, this
         Agreement may not be terminated earlier by either Party.

10.      TERMINATION

10.1     This Agreement may be terminated forthwith by written notice from the
         Patent Owners in the event that CV is late in making any due and
         payable Licence Fee payment by more than 30 days, and if CV fails to
         make such payment together with all interest thereon within 30 days of
         any one of the Patent Owners notifying CV in writing requiring them to
         pay the same.

10.2     CV shall be entitled to terminate this Agreement forthwith by written
         notice with immediate effect if all the Licensed Patents are revoked or
         declared invalid.

10.3     Termination of this Agreement shall not affect the accrued rights of
         the Parties arising in any way out of this Agreement as at the date of
         termination and in particular but without limitation the right to
         recover damages from the other.

10.4     Upon the termination of this Agreement or upon its expiry, CV shall
         forthwith return to the Patent Owners or permit the Patent Owners to
         enter onto its premises for the purpose of repossessing all drawings,
         data, material and other documents including, without limitation,
         software supplied to CV by the Patent Owners and any copies of any of
         the same in its possession or under its control (whether or not
         containing Know-How) and shall procure the return of any of the same
         (and any copies) in the possession of, or under the control of, any
         third party.

10.5     Expiry of this Agreement or its termination for whatever cause shall
         not release CV from any of its obligations which expressly or by
         implication become effective or continue to be effective on or after
         the termination of this Agreement





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<PAGE>

10.6     Termination of this Agreement for whatever cause or its expiry shall be
         without prejudice to the rights of the Parties in respect of any
         antecedent breaches or any other rights which may have arisen under
         this Agreement and shall not relieve any Party from any existing
         obligation or liability which has arisen under this Agreement.

10.7     Upon termination of this Agreement, all related sub-licences granted by
         CV shall immediately (unless the sub-licensee is then in default
         thereunder entitling CV to terminate such sub-licence) be deemed to be
         licences in the terms they were granted by CV, and shall continue as if
         originally granted by the Patent Owners, and the Patent Owners and CV
         shall enter into such further documents as may be needed to give effect
         to this SAVE THAT the Patent Owners shall not be bound to enter into
         any such arrangement unless they are satisfied that the terms of any
         such arrangement impose no obligations on the Patent Owners other than
         those incumbent on the Patent Owners pursuant to this Agreement.

11.      REPRESENTATIONS AND WARRANTIES BY THE PATENT OWNERS

         The Patent Owners hereby represent and warrant to CV as follows:

11.1     Ownership of Licensed Patents: The Patent Owners are the registered
         proprietors of the Patents and own all right, title and interest to the
         Licensed Patents, free and clear of any liens, charges or other
         encumbrances. The Patent owners have not done or omitted nor will
         hereafter do or omit any act or thing whatsoever whereby the Licensed
         Patents may be invalidated, encumbered or otherwise prejudicially
         affected or the due performance of this Agreement hindered or
         prevented.

11.2     No Other Applicable Patents: The Patent Owners do not own or have any
         other interest in any other patents or patent applications applicable
         to the cast moulding of Lenses.

11.3     Legal Proceedings: No Default: No action, suit, proceeding or
         investigation so far as the Patent Owners are aware is pending or
         threatened by any person or entity which seeks to challenge the
         validity of the Licensed Patents and the Patent Owners arc not aware of
         any basis therefor. The execution of this Agreement and the carrying
         out of its provisions will not result in a violation of any contract,
         agreement or obligation of the Patent Owners.

11.4     Authority: The Patent Owners have all requisite power and authority to
         enter into this Agreement and to carry out its terms. All actions on
         the part of the Patent Owners necessary for the authorisation,
         execution, delivery and performance of their obligations hereunder has
         been taken, and this Agreement, when executed and




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<PAGE>

         delivered by the Patent Owners shall constitute their valid and legally
         binding obligation, enforceable in accordance with its terms

11.5     Patent Infringement: The Patent Owners are not aware of any other
         person or entity infringing any of the Licensed Patents, and are not
         aware of any reason why the Licensed Patents, or any claims thereof,
         could be challenged or invalidated.

11.6     No Other Licences: Other than the agreements listed in Clause 2.5 of
         the 1997 Licence, the Patent Owners will not grant or purport to grant
         any other licences, rights, assignments over or relating to the
         Know-How or the Licensed Patents or over or relating to any other
         industrial or intellectual property relating, or which may relate to,
         Lenses.

11.7     Know-How: Other than under the agreements listed in Clause 2.5 of the
         1997 Licence, the Patent Owners have not disclosed any of the Know-How
         to any third party save under an obligation of confidence.

11.8     Infringement of Third Party Rights: To the best of the knowledge,
         information and belief of the Patent Owners, the use of the Licensed
         Patents by CV, its servants, agents or customers will not infringe the
         rights of any third party.

11.9     Placing Right to Apply for Patent in Jeopardy: The Patent Owners have
         not, nor to the knowledge of the Patent Owners has any other person,
         done or omitted to do any act whereby the right to apply for letters
         patent in respect of the Lenses and the conditions, requirements or
         circumstances affecting the validity of the grant of any such letters
         patent may be jeopardised.





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<PAGE>


12.      GENERAL

12.1     Entire Agreement

         This Agreement constitutes the entire understanding between the Parties
         relating to the subject matter hereof and no modification or addition
         to this Agreement shall have any effect whatsoever unless it is set
         forth in writing and is referred to as a modification or addition to
         this Agreement and signed by CV and by Geoffrey H Galley or Anthony D
         Galley (or the duly authorised representative of either) or their
         respective heirs or assigns for and on behalf of the Patent Owners.

12.2     Severability

         Every provision of this Agreement shall be severable and should any
         provision of this Agreement be void, or be liable to render this
         Agreement void, then this Agreement shall be read as if that provision
         were excluded.

12.3     Waiver

         The failure of either Party to enforce at any time any term of this
         Agreement or to exercise any right under this Agreement shall in no way
         affect the validity of this Agreement or the right of the Party
         thereafter to enforce any term of this Agreement or to exercise any
         right under this Agreement unless such Party has provided to the other
         Party in writing a specific waiver of such right. Notwithstanding the
         above, either Party shall be entitled to an estoppel in relation to any
         material breach of this Agreement which was known to one of the Parties
         and of which such Party failed to inform the other Party in writing for
         a period of six months from the date at which it had such knowledge.

12.4     Governing Law

         This Agreement shall be governed by the law of England and Wales, and
         the Parties hereby submit to the jurisdiction of the English Courts.

12.5     Service Agent

         CV hereby irrevocably authorises and appoints CooperVision Limited of
         Aspect House, Hamble Lane, Hamble, Hampshire SO31 4NH as its agent for
         service of proceedings in relation to any matter arising out of or in
         connection with this Agreement and service on such service agent shall
         be deemed to be service on CV.

12.6     No Use of Name

         Except as may be required by law or by virtue of contractual
         obligations with third parties which are in existence at the date of
         signing of this Agreement, and save in





                                      -14-





<PAGE>

         respect of disclosure, under conditions of confidence, to professional
         advisers and/or to potential sub-licensees, neither Party shall make
         any disclosure of this Agreement or its terms without the prior written
         consent of the other Party which shall not be unreasonably withheld.

12.7     Assignment

         This Agreement will bind and inure to the benefit of each Party's
         successors and assigns.

12.8     No Right of Offset

         Other than as provided for under Clause 8.2, the Parties hereby waive
         any and all claims of set-off against any payments (including interest)
         due hereunder and each Party agrees to pay all amounts payable
         hereunder to the other regardless of any rights in equity, set-off or
         cross-claim it may have against the other and without any deduction.

12.9     Publicity

         Neither Party shall make any public announcements regarding these
         agreements without the prior consent of the other Party. However, once
         any statement has been agreed, it may be repeated by either Party in a
         substantially similar form at any future date unless one Party notifies
         the other in writing that they no longer agree to such information
         being disclosed.

12.10    Assistance

         During the Term, the Patent Owners shall, as and when reasonably
         requested by CV, provide such technical assistance and advice as CV
         shall reasonably require and the Patent Owners shall be in a position
         to provide in connection with the development, manufacture or marketing
         of the Lenses, and CV shall reimburse the Patent Owners all
         out-of-pocket and other expenses reasonably incurred by them in
         providing such advice and assistance provided that such assistance
         shall be limited to a maximum of [ * ] man days per Year.

12.11    Counterparts

         This Agreement. may be executed in two or more counterparts and
         execution by each of the Parties of any one of such counterparts will
         constitute due execution of this Agreement.


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

*   Confidential treatment has been requested from the Securities and Exchange
    Commission. Omitted portions have been filed separately with the Commission


                                      -15-





<PAGE>

13.      ARBITRATION

13.1.    Subject to Clause 13.3, in the event that any dispute arises over the
         terms of this Agreement or any of its provisions, the parties hereto
         agree that such dispute shall, following one party notifying the other
         of its wish to refer that dispute to an Arbitrator, be settled by
         process of arbitration and not by process of law. The costs of any such
         arbitration shall be awarded by the Arbitrator and the results of such
         arbitration shall be final and binding on both parties.

13.2     The procedure to be followed for such arbitration shall be agreed
         between the Parties or in default of agreement determined by the
         Arbitrator.

13.3     Nothing in this Clause 13 shall prevent either Party from applying to
         the Court in order to enforce the obligation of the other Party to
         continue to perform its obligations hereunder pending resolution of any
         dispute including, without limitation, the obligation of CV to continue
         to pay royalties or any other sums due in accordance with this
         Agreement.

13.4     Without prejudice to Clause 13.3, if the Patent Owners are in material
         breach of any of their obligations hereunder and fail to remedy such
         breach within 30 days' notice in writing requiring such remedy, then CV
         may, as its exclusive remedy, refer the matter to an Arbitrator for his
         determination. If the Arbitrator determines that such material breach
         has occurred, he shall determine the amount of damages (if any)
         suffered by CV and the Licence Fee, to the extent not yet received by
         the Patent Owners at such time, shall be reduced by an amount equal to
         such damages.

14.      NOTICES

14.1     Any notice, report or statement to either party required or permitted
         under this Agreement shall be in writing and shall be forwarded by
         recorded delivery courier such as Federal Express or similar and shall
         be deemed to be given when received by the Party to which it is
         addressed. Such notification shall be sent to the address set forth
         below or to such other address which may be notified from one Party to
         another from time to time during the Term.





                                      -16-





<PAGE>

        To CV:                                         To the Patent Owners:
        The Managing Director                          c/o G H Galley
        CooperVision Limited                           Red Lodge
        Aspect House                                   The Close
        Hamble Lane                                    Totteridge
        Hamble                                         London N20 8PJ
        Hampshire SO31 4NH

        Copy to:
        The President
        Cooper Vision, Inc.
        21062 Bake Parkway
        Suite 200
        Lake Forest
        CA 92630
        USA

14.2     Any notice to be given by or on behalf of the Patent Owners under this
         Agreement shall be validly given if signed by either Geoffrey H Galley
         or Anthony D Galley (or the duly authorised representative of either)
         or their respective heirs or assigns.

15.      VALUE ADDED TAX

         All consideration payable to the Patent Owners under the terms of this
         Agreement is exclusive of value added tax.




                                      -17-





<PAGE>


IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the date first written above.

        COOPER VISION, INC.                         G H GALLEY
        21062 BAKE PKWY.,                           RED LODGE
        SUITE 200                                   THE CLOSE
        LAKE FOREST                                 TOTTERIDGE
        CA 92630                                    LONDON N20 8PJ
        USA


        /s/ Robert Weiss                            /s/ G H Galley
        -----------------------------------         ----------------------------
        Vice President                              G H GALLEY
                                                    PATENT OWNER




        B BEVIS                                     ALBERT MORLAND
        THE MAPLES                                  3 LIME TREE COURT
        CHILWORTH ROAD                              FRESHWATER
        CHILWORTH                                   ISLE OF WIGHT
        SOUTHAMPTON SO16 7JR                        PO40 9ET


        /s/ B Bevis                                 /s/ A Morland
        -----------------------------------         ----------------------------
        B BEVIS                                     A MORLAND
        PATENT OWNER                                PATENT OWNER




        A D GALLEY                                  I B ATKINSON
        SUMMER LODGE                                90 QUEENS DRIVE
        COACH ROAD                                  SURBITON
        WEST TYTHERLEY                              SURREY
        SP5 1LB                                     KT5 8PP


        /s/ A D Galley                              /s/ I B Atkinson
        -----------------------------------         ----------------------------
        A D GALLEY                                  I B ATKINSON
        PATENT OWNER                                PATENT OWNER




                                      -18-





<PAGE>


                                   Schedule 1

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
       COUNTRY            APPLICATION             PATENT NO.                  STATUS
                              NO.
-------------------------------------------------------------------------------------------------
<S>                      <C>                      <C>             <C>
Australia                                         629280          Granted Patent
-------------------------------------------------------------------------------------------------

Great Britain                                     2,226,977 A     Lapsed, replaced by European
                                                                  (UK) 383425
-------------------------------------------------------------------------------------------------

Singapore                                         1137/93         Registered European (UK)
                                                                  Patent
-------------------------------------------------------------------------------------------------

Europe                                            383,425         Granted Patent Austria,
                                                                  Belgium, Switzerland,
                                                                  Liechtenstein, Germany,
                                                                  Denmark, Spain, France,
                                                                  Greece, Italy, Luxembourg,
                                                                  Netherlands, Sweden and Great
                                                                  Britain
-------------------------------------------------------------------------------------------------

Taiwan                                            39682           Granted Patent
-------------------------------------------------------------------------------------------------

USA                                               5,087,015       Granted Patent
-------------------------------------------------------------------------------------------------

Canada                                            2,007,536       Granted Patent
-------------------------------------------------------------------------------------------------

Japan                                             2270517         Granted Patent
-------------------------------------------------------------------------------------------------

S. Korea                                          140212          Granted Patent
-------------------------------------------------------------------------------------------------
</TABLE>



                                      -19-





<PAGE>


                                   Schedule 2

<TABLE>
<CAPTION>

            Standard Licence Fee
            --------------------

-----------------------------------------------------------------------
           YEAR                          QUARTERLY FEE ('L')
-----------------------------------------------------------------------
<S>                                        <C>
             1                                562,500.00
-----------------------------------------------------------------------
             2                                590,625.00
-----------------------------------------------------------------------
             3                                620,156.25
-----------------------------------------------------------------------
             4                                651,164.00
-----------------------------------------------------------------------
             5                                683,722.25
-----------------------------------------------------------------------
             6                                717,908.35
-----------------------------------------------------------------------
             7                                753,803.75
-----------------------------------------------------------------------
             8                                791,494.00
-----------------------------------------------------------------------

</TABLE>



                                      -20-





</TEXT>
</DOCUMENT>
</SUBMISSION>
