STOCKHOLDERS’ EQUITY

(IN THOUSANDS)	YEARS ENDED OCTOBER 31,
	Common Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Treasury Stock
Balance at October 31, 1997	14,798	$	1,480	$	249,213	$	(138,429)	$	-
Exercise of     stock options	75	7		419		-		-
Treasury stock     purchased	-	-		-		-		(7,993)
Restricted stock     amortization and     share issuance	1	-		47		-		-
Stock issued for     acquisition (see     Note 2)	38	4		1,488		-		-
Net income	-	-		-		39,846		-
Balance at October 31, 1998	14,912	1,491		251,167		(98,583)		(7,993)
Exercise of     stock options	61	6		461		-		-
Treasury stock     purchased	-	-		-		-		(7,345)
Exercise of warrants     and treasury     stock used	-	-		(330)		-		1,278
Restricted stock     amortization and     share issuance	2	-		47		-		-
Dividends on common     stock	-	-		-		(561)		-
Net income	-	-		-		25,100		-
Balance at October 31, 1999	14,975	1,497		251,345		(74,044)		(14,060)
Exercise of stock     options	212	22		3,040		-		16
Treasury stock used     for acquisitions	-	-		3,326		-		2,866
Restricted stock/stock     option amortization     and share issuance	2	-		283		-		-
Dividends on common     stock	-	-		-		(1,134)		-
Net income	-	-		-		28,968		-
Balance at October 31, 2000	15,189	$	1,519	$	257,994	$	(46,210)	$	(11,178)

CASH DIVIDENDS
On May 20, 1999, Cooper announced an annual cash dividend on its common stock of 8 cents per share, payable in quarterly installments of 2 cents per share. We made four payments in fiscal 2000 and two in fiscal 1999.

TREASURY STOCK
In September 1998, our Board of Directors authorized us to purchase up to one million shares of our common stock. All of these shares have been purchased.

(In thousands)	Shares	Purchase Price
Purchased and paid for in fiscal 1999	514	$	7,345
Purchased and paid for in fiscal 1998	486	7,993
	1,000	15,338
Reissued in fiscal 20001	(188)	(2,882)
Reissued in fiscal 19992	(83)	(1,278)
	729	$	11,178
1. Cooper issued 187,876 shares of treasury stock for: Issued 24,586 treasury shares related to a prior acquisition. Issued 162,290 treasury shares related to the MedaSonics acquisition. Issued 1,000 treasury shares upon the exercise of stock options. Treasury stock was credited for $2.9 million for the average cost of the treasury stock, charging approximately $400,000 to additional paid in capital, receiving $14,000 in cash, and charging $2.5 million to intangibles for the acquisition. 2. Cooper issued 83,333 shares of treasury stock upon the exercise of a warrant related to a prior acquisition. We received $948,000 cash upon the exercise of the warrant, crediting treasury stock for $1.3 million for the average cost of the treasury stock and charging the balance of $330,000 against additional paid in capital.

STOCKHOLDERS’ RIGHTS PLAN
Under our stockholder rights plan, each outstanding share of our common stock carries one preferred share purchase right (a “Right”). The Rights will become exercisable only under certain circumstances involving acquisition of beneficial ownership of 20% or more of the our common stock by a person or group (an “Acquiring Person”) without the prior consent of Cooper’s Board of Directors. If a person or group becomes an Acquiring Person, each Right would then entitle the holder (other than an Acquiring Person) to purchase, for the then purchase price of the Right (currently $145, subject to adjustment), shares of Cooper’s common stock, or shares of common stock of any person into which we are thereafter merged or to which 50% or more of our assets or earning power is sold, with a market value of twice the purchase price. The Rights will expire in October 2007 unless earlier exercised or redeemed. The Board of Directors may redeem the Rights for $.01 per Right prior to any person or group becoming an Acquiring Person.