<PAGE>
 
<PAGE>

                                  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 January 31, 1996

                                       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 March 7, 1996,  there  were  2,122,695  outstanding  shares of the
issuers Common Stock, $.10 par value.


<PAGE>
 
<PAGE>




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

                                      INDEX

<TABLE>
<CAPTION>

                                                                        Page No.
                                                                        --------
<S>           <C>                                                        <C>
             PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets as of
        January 31, 1996 and October 31, 1995                               3

        Consolidated Statements of Operations
        For The Three Months Ended
        January 31, 1996 and 1995                                           4

        Condensed Statements of Consolidated
        Cash Flows For The Three Months Ended
        January 31, 1996 and 1995                                           5

        Notes to Consolidated Condensed
        Financial Statements                                                6

Item 2. Management's Discussion and Analysis
        of Financial Condition and Results
        of Operations                                                       8

             PART II OTHER INFORMATION

Item 1. Legal Proceedings                                                   9

Item 6. Exhibits and Reports on Form 8-K                                   10

Signature                                                                  11

Index of Exhibits


</TABLE>


                                       2


<PAGE>
 
<PAGE>




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

<TABLE>
<CAPTION>


                                                        January 31,   October 31,
                                                           1996          1995
                                                        -----------   -----------

<S>                                                       <C>          <C> 
ASSETS

Cash and cash equivalents                                 $     10     $    341
Marketable Securities:
 The Cooper Companies, Inc. Common Stock                    15,967       13,645
 Executone Information Systems, Inc. Common Stock            3,062         --
Due from Second Advantage                                      194          194
Prepaid expenses and other                                      93           81
Investment in Unistar Gaming Corp.                              --        4,812
Investment in Executone Preferred Stock                      2,096           --
Furniture, fixtures and equipment, net                          25           29
                                                          --------     --------
                                                          $ 21,447     $ 19,102
                                                          --------     --------
                                                          --------     --------


LIABILITIES AND STOCKHOLDERS' EQUITY

Bank borrowings                                           $  1,500     $  1,500
Accounts payable and accrued liabilities                     1,259        1,312
                                                          --------     --------

                                                             2,759        2,812

Stockholders' Equity

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

 Common stock - $.10 par value: 6,000,000
  Authorized -- 6,000,000 shares
  Issued     -- 2,516,095 shares
  Outstanding--
   January 31, 1996, 2,122,695 shares
   October 31, 1995, 2,111,695 shares                          251          251
Additional paid-in capital                                  78,243       78,283
Unrealized gain on marketable securities                     3,858        1,389
Accumulated deficit                                        (61,293)     (61,120)

Less: Common stock in treasury - at cost;
 January 31, 1996, 393,400 shares
 October 31, 1995, 404,400 shares                           (1,962)      (2,104)
Minimum pension liability adjustment                          (409)        (409)
                                                          --------     --------

Total Stockholders' Equity                                  18,688       16,290
                                                          --------     --------
                                                          $ 21,447     $ 19,102
                                                          --------     --------
                                                          --------     --------

</TABLE>



            See Notes to Consolidated Condensed Financial Statements


                                       3

<PAGE>
 
<PAGE>






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

<TABLE>
<CAPTION>

                                                        For the Three Months Ended
                                                              January 31,
                                                        --------------------------
                                                           1996          1995
                                                           ----          ----
<S>                                                       <C>          <C>
        Revenues

Interest and other income                                 $      3     $     12
                                                          --------     --------
                                                                 3           12
                                                          --------     --------

        Expenses
General and administrative                                     136          356
Interest                                                        40           38
                                                          --------     --------
        Total expenses                                         176          394
                                                          --------     --------

Loss from continuing operations                               (173)        (382)
Gain on sale of and results from
 discontinued operations                                        --        3,650
                                                          --------     --------

Net income (loss)                                         $   (173)    $  3,268
                                                          --------     --------
                                                          --------     --------

Net income (loss) per share
 Continuing operations                                    $   (.08)    $   (.17)
 Discontinued operations                                        --         1.64
                                                          --------     --------

Net income (loss) per share                               $   (.08)    $   1.47
                                                          --------     --------
                                                          --------     --------

Average number of shares outstanding                         2,113        2,222
                                                          --------     --------
                                                          --------     --------

</TABLE>


            See Notes to Consolidated Condensed Financial Statements


                                       4

<PAGE>
 
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                               January 31,
                                                            -------------------
                                                             1996        1995
                                                             ----        ----
<S>                                                        <C>          <C>
  Cash flows from operating activities:

Net income (loss)                                            $(173)     $ 3,268
Adjustments to reconcile net income (loss) to net
 cash used in operating activities:

Gain on sale and results of discontinued operations             --       (3,650)
Depreciation and amortization                                    4            3
Changes in assets and liabilities:
 (Increase) decrease in prepaid expenses and other              25          (53)
 Increase (decrease) in accounts payable and other
  accrued liabilities                                           13          (75)
                                                             -----      -------

 Net cash used in operating activities                        (131)        (507)
                                                             -----      -------


  Cash flows from investing activities:

Cash from sale of discontinued operations                       --       21,006
Investment in Unistar gaming Corp.                            (200)          --
Issuance of common stock from treasury                          --           26
                                                             -----      -------

Net cash provided by (used in) investing activities           (200)      21,032
                                                             -----      -------

  Cash flows from financing activities:

Decrease in notes payable - affiliate                           --       (2,300)
Payment of warehouse borrowing related to
 discontinued operations                                        --      (18,033)
                                                             -----      -------

 Net cash used in financing activities                           0      (20,333)
                                                             -----      -------

 Net increase (decrease) in cash and cash equivalents         (331)         192
 Cash and cash equivalents - Beginning of period               341          444
                                                             -----      -------
 Cash and cash equivalents - End of period                $     10     $    636
                                                             -----      -------
                                                             -----      -------

SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash used to pay interest                                $     40     $     38
 Cash used to pay taxes                                   $     --     $     -- 

</TABLE>



            See Notes to Consolidated Condensed Financial Statements


                                       5


<PAGE>
 
<PAGE>


                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
              Notes to Consolidated Condensed Financial Statements
                            January 31, 1996 and 1995

NOTE 1. - Business Of The Company

     On November 30, 1994,  Cooper Life Sciences,  Inc., a Delaware  corporation
(the "Company"),  sold  substantially  all of the assets of its mortgage banking
business  and as of March 31,  1995  disposed of its  remaining  interest in the
business.  The Company's  mortgage  banking  operations  were considered to be a
discontinued  operation  as of October 31,  1994.  The Company is not  presently
engaged in any business  operations and is currently  investigating new business
opportunities.

     On December  19,  1995,  Executone  Information  Systems,  Inc., a Virginia
corporation  whose  common stock trades on the NASDAQ  National  Market  System,
("Executone"),  acquired  all of the  issued and  outstanding  shares of Unistar
Gaming Corp. Common Stock (the "UGC Common Stock"),  including all of the shares
of UGC Common Stock owned by the Company.  (See Note 3 for more  information  on
the acquisition and disposition of Unistar Gaming Corp).

     The consolidated  financial  statements include the accounts of Cooper Life
Sciences, Inc. and its majority-owned subsidiaries. All significant intercompany
accounts and  transactions  have been  eliminated.  Certain  amounts in the 1995
financial  statements  have been  reclassified  to conform to the current year's
presentation.  Interim  financial  statements should be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Company's Annual Report on Form 10-K for the year ended October 31, 1995.

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
statements contain all adjustments  (consisting of normal recurring adjustments)
considered  necessary to present  fairly the  Company's  consolidated  financial
position  as of January  31,  1996 and  October  31,  1995 and the  consolidated
results of its operations for the three month periods ended January 31, 1996 and
1995, and its consolidated  cash flows for the three month periods ended January
31, 1996 and 1995.

NOTE 2. - Significant Accounting Policies

     Net income per share is  determined  using the weighted  average  number of
common and common equivalent shares outstanding  during the respective  periods,
including the incremental shares from the dilutive effects of warrants and stock
options. Common stock equivalents have not been included in the determination of
net loss per share as they are antidilutive.

     On October 31, 1994, the Company adopted Statement of Financial  Accounting
Standards  No.  115  "Accounting  for  Certain  Investments  in Debt and  Equity
Securities"  ("SFAS  No.  115").  In  accordance  with  SFAS  No.  115,  Company
management  determines the appropriate  classification of securities at the time
of purchase and  reevaluates  such  designation  as of each balance  sheet date.
Marketable  equity  securities  not held as trading  assets in  anticipation  of
short-term    market    movements   are   classified   as    available-for-sale.
Available-for-sale  securities  are carried at fair value,  with the  unrealized
gains and losses,  net of tax, reported in a separate component of shareholders'
equity.  The cost of  securities  sold is based on the average cost  method.  At
January 31, 1996, the Company  considers all of its marketable  securities to be
available-for-sale  securities and, as such, are carried at fair value, with the
unrealized  gains and losses,  net of tax,  reported in a separate  component of
shareholders' equity.


                                       6

<PAGE>
 
<PAGE>


                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements - Continued
                            January 31, 1996 and 1995

     The Company owns  approximately 20% of the outstanding TCC Common Stock and
intends to  liquidate  its  holdings of TCC Common  Stock in an orderly  fashion
which should result in a holding of less than 20% of the  outstanding TCC Common
Stock.  Accordingly,  management believes that fair value is the most meaningful
method of valuing this investment.

NOTE 3. - Unistar Gaming Corp.

     On February 28, 1995,  Unistar  Gaming  Corp.,  a newly formed wholly owned
subsidiary  of the Company,  ("UGC")  acquired  Unistar  Entertainment,  Inc., a
privately  held  Colorado  corporation  ("Unistar").  Unistar holds an exclusive
contract with the Coeur d'Alene Indian Tribe in Idaho to develop and manage what
would be the first  national  lottery  in the United  States.  The shares of UGC
Common Stock owned by the Company were purchased for approximately  $4.8 million
comprised  primarily  of  cash,  portfolio  securities  and a note  payable.  In
December 1995, the Company increased its stake in UGC to approximately  31.5% by
purchasing  an  additional  400,000  shares  of  UGC  Common  Stock  from  a UGC
stockholder for a cash purchase price of $.50 per share.

     On  December  19,  1995,  pursuant  to an  Agreement  and  Plan of  Merger,
Executone Information Systems, Inc. ("Executone") acquired all of the issued and
outstanding  shares of UGC  Common  Stock,  including  all of the  shares of UGC
Common  Stock owned by the  Company.  In  exchange  for its shares of UGC Common
Stock,  the Company  received a)  1,166,520  shares of  Executone  Common  Stock
("Executone  Common  Stock"),  b) 78,819 shares of Executone  Series A Preferred
Stock ("Executone Series A Preferred Stock"),  and c) 31,528 shares of Executone
Series B Preferred Stock ("Executone Series B Preferred Stock"). The Company has
agreed  to  certain   restrictions  in  connection  with  the  sale,   transfer,
assignment,  pledge or grant of a security  interest in its Executone Common and
Preferred Stock. All such restrictions expire on December 31, 1996.

     Each share of  Executone  Series A and Series B Preferred  Stock has voting
rights equal to a share of Executone  Common Stock and will earn dividends equal
to its proportionate share (18.5% for Series A and 31.5% for Series B) of 50% of
UGC's net income.  The Executone  Series A and Series B Preferred Stock owned by
the Company is redeemable at Executone's  option for approximately  1.55 million
shares and 2.64 million shares,  respectively,  of Executone Common Stock and is
convertible at the Company's  option,  if certain revenue and profit  parameters
are met by UGC, for up to  approximately  1.55  million  shares and 2.64 million
shares,  respectively,  of  Executone  Common  Stock.  The  Executone  Series  B
Preferred  Stock is subject to the  approval  of  Executone's  shareholders  for
redemption or conversion into Executone Common Stock. There can be no assurance,
however,  that UGC will  earn net  income  sufficient  to pay  dividends  on the
Executone  Series A and  Series  B  Preferred  Stock  or that UGC will  meet the
revenue  and profit  parameters  necessary  to enable the Company to convert the
Executone Series A and Series B Preferred Stock into Executone Common Stock.

     Not later than August 31,  1996,  Executone  is  obligated to file with the
Securities and Exchange Commission a registration  statement covering the resale
of all shares of the Executone  Common Stock issued on the Closing Date plus all
shares of Executone  Common Stock  issuable upon the conversion or redemption of
the Executone Series A or Series B Preferred Stock.


                                       7

<PAGE>
 
<PAGE>


                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
        Notes to Consolidated Condensed Financial Statements - Continued
                            January 31, 1996 and 1995

NOTE 4. - Discontinued Operations

     On  October  31,  1994,  management  of the  Company  formulated  a plan to
discontinue  its mortgage  banking  business.  Accordingly  the entire  mortgage
banking operations of the Company's majority owned subsidiary,  Second Advantage
Mortgage Corp. ("Second  Advantage"),  and its wholly owned subsidiary,  Entrust
Financial Corp. ("Entrust"), have been considered a discontinued operation as of
October 31, 1994.

     On November 30, 1994, Entrust sold its entire  origination  business to The
Long Island  Savings Bank, FSB ("LISB") for  approximately  $31 million in cash.
Approximately  $750,000  of the  purchase  price will be retained in an interest
bearing  escrow  account  (the "LISB  Escrow")  through 1996 as security for the
performance  or payment of  indemnification  obligations,  if any, of Entrust to
LISB.

     Pursuant  to a  Redemption  Agreement  dated  as of  April  19,  1995  (but
effective as of March 31,  1995),  by and among Second  Advantage and all of its
stockholders,  including  the Company,  Second  Advantage  purchased  all of its
outstanding  capital  stock held by the  Company  for a cash  purchase  price of
approximately  $3,879,000  plus  certain  contingent  considerations  consisting
primarily  of 50% of the first  $763,800 to be received  from the LISB Escrow in
1995 and 1996. In September 1995, the Company  received a contingent  payment of
approximately $188,000 from the LISB Escrow.

NOTE 5. - Borrowings

     In August 1993, the Company borrowed $1,500,000 from a bank the proceeds of
which were utilized in connection with the  acquisition of the mortgage  banking
business.  This loan, which the Company has renewed, is currently payable on May
27, 1996. In November  1993, the Company  arranged a $500,000  revolving line of
credit  facility  with the bank.  At January 31, 1996,  there were no borrowings
against  the  revolving  line of  credit  facility.  The loan and line of credit
facility bear interest at the bank's prime rate (8.25% at January 31, 1996) plus
1.5%.  Payment of the loan and revolving  line of credit is secured by shares of
The Cooper Companies, Inc. Common Stock owned by the Company.


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 Months Ended January 31, 1996 Compared to
the Three Months Ended January 31, 1995.

     Discontinued  Operations.  For the three months ended January 31, 1995, the
net income from discontinued operations of approximately $3,650,000 includes the
Company's share of the gain on the sale of the majority of the mortgage  banking
business to LISB in November 1994.


                                       8

<PAGE>
 
<PAGE>

     Costs and  Expenses.  Total  expense for the three months ended January 31,
1996 was $175,000 as compared to $382,000 for the three months ended January 31,
1995.  General  and  administrative  expenses in 1996  decreased  by $220,000 to
$136,000 from $356,000 in the year ago period. The decrease was due primarily to
a decrease in  professional  fees of  approximately  $164,000  and a decrease in
salaries of approximately $30,000.

Capital Resources and Liquidity:

     The Company  anticipates  that during fiscal 1996, 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  will  require the use by the Company of
shares of the  common  stock of The  Cooper  Companies,  Inc.  (the "TCC  Common
Stock") which are owned by it.

     Management  believes that cash on hand and internally  generated funds will
not be  sufficient  to meet its corporate  general and  administrative,  working
capital and other cash requirements during fiscal 1996, however, the Company may
raise  cash by sales of  shares  of TCC  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 January 31,
1996.

Inflation and Changing Prices:

     The Company has not been materially affected by inflation.


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

Heraeus Lasersonics, Inc. v. Cooper Life Sciences, Inc.

     On November 22, 1992,  Heraeus  Surgical,  Inc.  formerly  known as Heraeus
Lasersonics,  Inc.  ("Heraeus")  filed an action in Santa Clara County  Superior
Court (the "California Action").  In this action,  Heraeus, the successor to the
Company's  medical laser  business,  claims that the Asset  Purchase  Agreement,
dated May 11,  1988,  (the  "Asset  Purchase  Agreement")  between  the  parties
obligates the Company to indemnify Heraeus with respect to lawsuits in which the
plaintiff alleges injury caused by a laser sold by the Company prior to the date
of the Asset Purchase Agreement. Heraeus claims, in particular, that the Company
is required to indemnify it for monies expended by Heraeus in defending,  and in
settlement of, an Ohio lawsuit,  referred to as the Sutyak action.  Heraeus also
raises claims based on the principles of equitable  indemnity,  fraud and breach
of contract and seeks a declaratory judgement as to the proper interpretation of
the parties' obligations under the Asset Purchase Agreement. In a proposed first
amended complaint,  Heraeus seeks to add cases in addition to the Sutyak action,
a  California  lawsuit  referred to as the Spalti  action and a Montana  lawsuit
referred to as the Stukey action.

     The  Company  has  filed  a  cross-claim  asserting  that it has no duty to
indemnify Heraeus under the terms of the Asset Purchase  Agreement and that part
or all of the damages in the Sutyak  action were caused by Heraeus'  independent
negligence,  breach of its duty to warn and/or its liability with respect to its
own product.  The Company's  cross-claim also seek  indemnification from Heraeus
both under the Asset  Purchase  Agreement  and under common law  principles  for
monies  expended by the Company in  defending  and in  settlement  of the Sutyak

                                        9

<PAGE>
 
<PAGE>

action and seeks a declaratory judgement that Heraeus is obligated to defend the
Company in products  liability cases involving lasers used after the date of the
Asset Purchase Agreement.

     On February  26,  1996,  the Company and Heraeus  entered into a Settlement
Agreement  and Mutual  Release  (the  "Settlement  Agreement").  Pursuant to the
Settlement  Agreement,  the parties agreed to (i) settle all of the  hereinabove
mentioned  claims,  (ii) be subject to the rights and obligations of each other,
if any,  under  the  Asset  Purchase  Agreement  until  February  26,  1999  and
thereafter,  with respect to third party  claims  first made after  February 26,
1996, to be subject to and governed by the  principles of equity  indemnity.  As
part of the  Settlement  Agreement,  the Company  will pay to Heraeus the sum of
$62,500 in March 1996 and will make three additional payments to Heraeus in May,
August and  November  1996,  each in the amount of $62,500.  These  amounts were
charged against net income in fiscal 1995.

Other Actions

     The Company is also a defendant in certain other litigation relating to its
former business operations. In the opinion of management, based on the advice of
legal counsel,  the ultimate outcome of these matters should not have a material
impact on the financial position or results of operations of the Company.


Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

<TABLE>
<CAPTION>

        Exhibit
        Number              Description
        -------             -----------
        <C>             <S>
        27              Financial Data Schedule.

</TABLE>

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.





                                       10

<PAGE>
 
<PAGE>




                                   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:  March 7, 1996                   By:      /s/  Steven Rosenberg
                                           ------------------------------
                                           Steven Rosenberg 
                                           Vice President and Chief
                                           Financial Officer





                                       11

<PAGE>
 
<PAGE>




                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit                                                             Sequential
Number          Description                                         Page Number
-------         -----------                                         -----------
<C>             <S>                                                     <C>
27              Financial Data Schedule                                 13



</TABLE>










                                       12

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<PAGE>