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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                          AMENDMENT NO. 1 TO FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended  JULY 31, 1998

                                       or

[ ]  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:  0-13649

                           COOPER LIFE SCIENCES, INC.
             (Exact name of registrant as specified in its charter)

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<S>                                              <C>
DELAWARE                                               94-2563513
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

160 BROADWAY, NEW YORK, NEW YORK                    10038
(Address of principal executive offices)         (Zip Code)

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Registrant's telephone number, including area code: (212) 791-5362

         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

         As of September 8, 1998, there were 2,126,265 outstanding shares of the
issuer's Common Stock, $.10 par value.

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         The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report Pursuant to
Section 13 or 15(d) of the Seceurities Exchange Act of 1934 on Form 10-Q for the
quarterly period ended July 31, 1998, as set forth in the pages attached hereto:

         Condensed Statements of Consolidated Cash Flows.

                                        2

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                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

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<CAPTION>
                                                           Nine Months Ended
                                                                July 31,
                                                         ---------------------
                                                           1998          1997
                                                          ------        ------
<S>                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                               $ 36,979      $ 10,344

Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:

(Gain) on sale of marketable securities                   (38,909)      (10,384)

Non cash compensation charge and other                       --              80

(Increase) in deferred taxes                                 (925)         --


Changes in assets and liabilities:

Decrease in prepaid expenses and other                         78            78

Decrease in accounts payable and other
 accrued liabilities                                       (1,312)          (88)
                                                         --------      --------
Net cash provided by (used in)                             (4,089)           30
 operating activities                                    --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from the sale of The Cooper Companies, Inc.
 and Executone Information Systems, Inc.
 common stock                                              44,617        19,152
                                                         --------      --------
Net cash provided by investing activities                  44,617        19,152
                                                         --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:

Acquisition of treasury stock                                --            (625)

Proceeds from exercise of common stock options               --               3
                                                         --------      --------
Net cash used in financing activities                        --            (622)
                                                         --------      --------
Net increase in cash and cash equivalents                  40,528        18,560

Cash and cash equivalents - beginning                      25,887           471
                                                         --------      --------
Cash and cash equivalents - ending                       $ 66,415      $ 19,031
                                                         ========      ========

SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash used to pay taxes                                  $  4,159      $   --
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            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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                                   SIGNATURES

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.

                                                      COOPER LIFE SCIENCES, INC.
                                                      --------------------------
                                                             (Registrant)

Date:   September 17, 1998                       By:  /s/ Steven Rosenberg
       -------------------                           ---------------------
                                                     STEVEN ROSENBERG
                                                     VICE PRESIDENT AND CHIEF
                                                     FINANCIAL OFFICER

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