00-20635. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration; (The Cooper Companies, Inc., Common Stock, $.10 Par Value,)

August 8, 2000.

The Cooper Companies, Inc. (“Company”) has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Security Exchange Act of 1934 (“Act”)^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.10 par value (“Security”) from listing and registration on the Pacific Exchange, Inc. (“PCX”).

In its filing with the Commission, the Company cited the following factors in making the determination to withdraw its Security from listing and registration on the PCX:

The Security is currently listed and registered on both the PCX and the New York Stock Exchange, Inc. (“NYSE”). The Company believes that no advantage exists in maintaining listings for the Security on both exchanges and that the continuation of such dual listing might result in fragmentation of the marketplace for the Security. Finally, the Company notes that trading volume in its Security on the PCX has been very low, making the continuing costs associated with the maintenance of such listing unjustifiable.

The Company has stated that it has complied with the rules of the PCX governing the withdrawal of its Security, and that the PCX has in turn indicated that it does not oppose such withdrawal.

The Company's application relates solely to the withdrawal of the Security from listing and registration on the PCX and shall have no effect upon the Security's continued listing and registration on the NYSE. By reason of section 12(b) of the Act ^[3] and the rules and regulations of the Commission thereunder, the Company shall continue to be obligated to file reports with the Commission under section 13 of the Act.^[4]

Any interested person may, on or before August 29, 2000, submit by letter to the Secretary of the Security and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the PCX and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

5.  17 CFR 200.30-3(a)(1).