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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    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  April 30, 1997

                                       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)

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)

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 June 12, 1997,  there were  2,141,777  outstanding  shares of the
issuer's Common Stock, $.10 par value.


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                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                          QUARTERLY REPORT ON FORM 10-Q

                                      INDEX

                                                                   Page No.
                                                                   --------
         PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated Balance Sheets as of
                  April 30, 1997 and October 31, 1996               3

                  Consolidated Statements of Operations
                  For The Three and Six Months Ended
                  April 30, 1997 and 1996                           4

                  Condensed Statements of Consolidated
                  Cash Flows For The Six Months Ended
                  April 30, 1997 and 1996                           5

                  Notes to Consolidated Condensed
                  Financial Statements                              6

Item 2.           Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                     7

         PART II.          OTHER INFORMATION

Item 4.           Submission of Matters to a Vote
                  of Security Holders                               8

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

Signature                                                           9

Index of Exhibits

                                        2


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                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                               April 30,           October 31,
                                                                 1997                 1996
                                                               --------            ----------
<S>                                                             <C>               <C>  
ASSETS

Cash and cash equivalents                                      $   8,001            $     471
Marketable Securities:
 The Cooper Companies, Inc. common stock                          25,874               30,583
 Executone Information Systems, Inc. common stock                  2,479                2,989
Note receivable                                                    5,000                   --
Prepaid expenses and other                                            53                   95
                                                               ---------            ----------
                                                               $  41,407            $  34,138
                                                               ---------            ----------
                                                               ---------            ----------
LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities                       $     917                  961
                                                               ---------            ----------
                                                                     917                  961

Stockholders' Equity
 Preferred stock - $.10 par value:
 6,000,000 shares authorized: none issued                             --                   --

Common stock - $.10 par value:
 Authorized   -- 6,000,000 shares
 Issued       -- 2,566,095 shares                                    256                  256
 Outstanding  --
  April 30, 1997,   2,141,777 shares
  October 31, 1996, 2,172,695 shares
Additional paid-in capital                                        78,546               78,538
Unrealized gain on marketable securities                          21,385               20,230
Accumulated deficit                                              (56,774)             (63,369)

Less: Common stock in treasury - at cost;
 April 30, 1997,   422,318 shares
 October 31, 1996, 393,400 shares                                 (2,407)              (1,962)
Minimum pension liability adjustment                                (516)                (516)
                                                                  ------               -------
Total Stockholders' Equity                                        40,490               33,177
                                                                  ------               -------

                                                               $  41,407            $  34,138
                                                               ---------            ---------- 
                                                               ---------            ----------
</TABLE>


            See Notes to Consolidated Condensed Financial Statements


                                        3







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                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In Thousands, Except Per Share Figures)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                      For the                            For the
                                                 Three Months Ended                  Six Months Ended
                                                      April 30,                          April 30,
                                                -------------------                -------------------
                                                1997           1996                1997           1996
                                                -----          ----                ----           ----
<S>                                            <C>             <C>                 <C>            <C>
         Revenues

Gain on marketable securities                  $ 4,791        $    --             $ 6,748        $    --
Interest and other income                          220              1                 290              4
                                               -------        -------             -------        -------
                                                 5,011              1               7,038              4
                                               -------        -------             -------        -------
         Expenses

General and administrative                         295            222                 443            358
Interest                                            --             40                  --             80
                                                -------        -------             -------        ------
         Total Expenses                            295            262                 443            438
                                                -------        -------             -------        ------

Income (loss) from operations before
provision for income taxes                      4,716           (261)              6,595           (434)
Provision for income taxes                          --             --                  --             --
                                               -------        -------             -------        -------
Net income (loss)                              $ 4,716        $  (261)            $ 6,595        $  (434)
                                               -------        -------             -------        -------
                                               -------        -------             -------        -------
Net income (loss) per share                    $  2.11        $  (.12)            $  2.94        $  (.20)
                                               -------        -------             -------        -------
                                               -------        -------             -------        -------
Average number of shares outstanding             2,234          2,138               2,246          2,125
                                               -------        -------             -------        -------
                                               -------        -------             -------        -------
                                               

</TABLE>

            See Notes to Consolidated Condensed Financial Statements

                                        4


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                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                          April 30,
                                                                      ----------------
                                                                  1997                1996
                                                                  ----                ----
<S>                                                          <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                             $ 6,595               $ (434)
Adjustments to reconcile net income (loss) to net
 cash (used in) operating activities:

Gain on sale of marketable securities                          (6,748)                  --
Depreciation and amortization                                       1                    7
Non cash compensation charges
                                                                   78                   32
Changes in assets and liabilities:
Decrease in prepaid expenses and other                             41                   31
Decrease in accounts payable and
 other accrued liabilities                                        (44)                 (20)
                                                              -------              -------
Net cash used in operating activities                             (77)                (384)
                                                              -------              -------
CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sales of The Cooper
 Companies, Inc. common stock                                  13,122                   --
Note receivable from The Cooper Companies, Inc.                (5,000)                  --
Investment in Unistar Gaming Corp.                                 --                 (200)
                                                              -------              -------
Net cash provided by (used in) investing activities             8,122                 (200)
                                                              -------              -------
CASH FLOWS FROM FINANCING ACTIVITIES:

Acquisition of treasury stock                                    (518)                  --
Proceeds from bank borrowing                                       --                  200
Proceeds from exercise of common stock options                      3                   --
Proceeds from exercise of common stock warrants                    --                  268
                                                              -------              -------
Net cash (used in) provided by financing activities              (515)                 468
                                                              -------              -------
Net increase (decrease) in cash and cash equivalents            7,530                 (116)
Cash and cash equivalents - Beginning of period                   471                  341
                                                              -------              -------
Cash and cash equivalents - End of period                     $ 8,001              $   225
                                                              -------              -------
                                                              -------              -------
SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash used to pay interest                                    $    --              $    80
 Cash used to pay taxes                                       $    --              $    --

</TABLE>


            See Notes to Consolidated Condensed Financial Statements

                                        5


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                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES

              Notes to Consolidated Condensed Financial Statements
                             April 30, 1997 and 1996

NOTE 1. -  General

         Cooper Life Sciences,  Inc. (the "Company") is not presently engaged in
any   business   operations   and  is  currently   investigating   new  business
opportunities.

         During interim periods, the Company follows the accounting policies set
forth in its Annual Report on Form 10-K filed with the  Securities  and Exchange
Commission.  Readers are  encouraged to refer to the Company's Form 10-K for the
fiscal year ended October 31, 1996 when reviewing this Form 10-Q.

         In the opinion of management,  the accompanying  unaudited consolidated
condensed  financial  statements  contain all adjustments  (consisting of normal
recurring  adjustments)  considered  necessary to present  fairly the  Company's
consolidated  financial  position  as of April 30, 1997 and October 31, 1996 and
the  consolidated  results of its operations for the three and six month periods
ended April 30, 1997 and 1996, and its consolidated cash flows for the six month
periods ended April 30, 1997 and 1996.

NOTE 2. - Marketable Securities

The Cooper Companies, Inc.

         At April 30, 1997 and October 31,  1996,  the Company  owned  1,447,533
shares and  2,127,533  shares,  respectively,  of the common stock of The Cooper
Companies,  Inc. (the "TCC Common Stock"), a Delaware  corporation  ("TCC"), the
common stock of which is traded on the New York Stock Exchange.  The Company has
been selling shares of TCC Common Stock in open market transactions; and subject
to prevailing market conditions, it is the Company's intention to continue to do
so.

Executone Information Systems, Inc.

         On December 19, 1995, as a result of a merger transaction,  the Company
exchanged  its equity  interest in a  development  stage  company  named Unistar
Gaming Corp. for Common and Preferred  Stock of Executone  Information  Systems,
Inc. (the  "Executone  Common Stock" and the  "Executone  Preferred  Stock"),  a
Virginia  corporation  ("Executone"),  the common  stock of which  trades on the
NASDAQ National Market System.

NOTE 3. - Notes Receivable

         In April  1997,  TCC  borrowed a total of  $5,000,000  from the Company
pursuant to the terms of a Term Note in the principal amount of $2,320,000 and a
Term  Note in the  principal  amount  of  $2,680,000,  collectively  (the  "Term
Notes").  The Term Notes bear  interest at the prime rate as quoted by The Chase
Manhattan  Bank  (currently  8.5%)  which is payable  monthly.  The Term  Notes,
including  principal and accrued and unpaid interest,  are due and payable on or
before January 12, 1998.

NOTE 4. - New Accounting Pronouncement

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement of Financial  Accounting  Standards No. 128, Earnings Per Share, which
is effective for financial statements for both interim and annual periods ending
after  December 15, 1997.  Early  adoption of the new standard is not permitted.
The new standard  eliminates  primary and fully  diluted  earnings per share and
requires  presentation  of basic and diluted  earnings per share  together  with
disclosure of how the per share amounts were  computed.  The pro forma effect on
the Company of adopting  the new standard  would be basic  earnings per share of
$2.19 and $3.06,  and  diluted  earnings  per share of $2.11 and $2.94,  for the
quarter and six months ended April 30, 1997, respectively.

                                        6


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ITEM     2 -  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
              RESULTS OF OPERATIONS.

         References to Notes herein are references to the "Notes to Consolidated
Financial Statements" of the Company located in Item 1 herein.

General.  The Company is not presently engaged in any business operations and is
currently investigating new business opportunities.  References to the "Company"
herein shall be deemed to refer to the Company and its consolidated subsidiaries
unless the context otherwise requires.

Results of Operations for the Three and Six Months Ended April 30, 1997 Compared
to the Three and Six Months Ended April 30, 1996.

         For the three months ended April 30, 1997 net income was $4,716,000, or
$2.11 per share, as compared to a net loss of $261,000,  or $.12 per share,  for
the three months  ended April 30, 1996.  For the six months ended April 30, 1997
net income was  $6,595,000,  or $2.94 per share,  as  compared  to a net loss of
$434,00,  or $.20 per share in the year ago  period.  There is no tax expense in
the three and six month periods ended April 30, 1997 because of the  utilization
of the Company's net operating  loss  carryforward.  Remaining net operating and
other  tax  carryforwards  have  been  fully  reserved.  The gain on  marketable
securities of $4,791,000  and  $6,748,000  for the three and six months in 1997,
respectively,  represents  realized  gains on the sales of shares of TCC  Common
Stock.

         Costs and  Expenses.  Total  expense for the three and six months ended
April 30, 1997 was $295,000 and $443,000,  respectively, as compared to $262,000
and $438,000,  respectively,  for the three and six months ended April 30, 1996.
General and  administrative  expenses in 1997  increased  by $85,000 to $443,000
from  $358,000 in the year ago period.  The  increase  is due  primarily  to the
increase  in non-cash  compensation  expenses  related to the  exercise of stock
options.  Interest expense  decreased by $80,000 to $-0- due to the repayment of
all bank loans.

Capital Resources and Liquidity:

         The  Company   anticipates  that  during  fiscal  1997,  its  principal
financing needs will consist primarily of funding its general and administrative
expenses and the acquisition  price of one or more new business  activities.  It
may be anticipated  that any such acquisition may require the use by the Company
of shares of the TCC Common Stock and/or  shares of the  Executone  Common Stock
which are owned by it.

         Management  believes that cash on hand and internally  generated  funds
will be  sufficient to meet its corporate  general and  administrative,  working
capital and other cash  requirements  during fiscal 1997.  The Company may raise
additional  cash,  if  necessary,  by sales of shares of TCC Common Stock and/or
shares  of  Executone  Common  Stock  which  are  owned  by it,  depending  upon
prevailing market conditions. The Company may obtain additional cash by sales of
its own debt and/or equity securities, and/or by the utilization of the proceeds
of borrowings.

         The Company did not have any material capital  commitments at April 30,
1997.

Inflation and Changing Prices:

         The Company has not been materially affected by inflation.

                                        7


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PART II.  OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

         The Annual Meeting of  Stockholders of the Company was held on April 9,
1997. At that meeting,  the following persons were elected as the members of the
Board of  Directors  of the  Company,  each to hold office until the next annual
meeting  of  stockholders  and until his  successor  has been duly  elected  and
qualified:
<TABLE>
<CAPTION>
         Name                                   Votes "FOR"                "WITHHOLD" Vote
         --------------------                   ----------                 ---------------
         <S>                                     <C>                       <C>  
         William L. Cohen                       1,190,463                        3,511
         Moses Marx                             1,190,423                        3,551
         Steven Rosenberg                       1,190,463                        3,511
         Randolph B. Stockwell                  1,190,469                        3,505
</TABLE>

         At said  Annual  Meeting of  Stockholders  the  proposal  to ratify the
appointment of Grant  Thornton LLP as the  Corporation's  independent  certified
public accountants for the fiscal year ending October 31, 1997 was duly approved
by the  stockholders  of the  Company.  The number of votes cast with respect to
said matter was as follows:

                              Number of Votes
                              ---------------
         FOR:                       1,187,734
         AGAINST:                       1,679
         ABSTAIN:                       4,561

Item 6. Exhibits and Reports on Form 8-K

a.       Exhibits

         Exhibit
         Number            Description
         --------          -----------
         27                Financial Data Schedule.

b.       There were no  reports  filed by the  Company on Form 8-K during the
quarter for which this report on Form 10-Q is filed.

                                        8


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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:   June 13, 1997                       By:   /s/  Steven Rosenberg
        -------------                             ---------------------
                                                  Steven Rosenberg
                                                  Vice President and Chief
                                                  Financial Officer

                                        9


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                                  EXHIBIT INDEX

Exhibit                                                        Sequential
Number            Description                                  Page Number
------ -          -----------                                  -----------
27                Financial Data Schedule                          11






















                                       10


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