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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  JANUARY 31, 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 March 5, 1997,  there  were  2,145,695  outstanding  shares of the
issuers 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
               January 31, 1997 and October 31, 1996                         3

               Consolidated Statements of Operations
               For The Three Months Ended
               January 31, 1997 and 1996                                     4

               Condensed Statements of Consolidated
               Cash Flows For The Three Months Ended
               January 31, 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                                                 6

        PART II       OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K                              7

Signature                                                                    8

Index of Exhibits                                                            9



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                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)



<TABLE>
<CAPTION>

                                                      JANUARY 31,   OCTOBER 31,
                                                          1997          1996
                                                       -----------    -------
<S>                                             <C>              <C>
ASSETS
Cash and cash equivalents                                $  4,597    $    471
Marketable Securities - at market value:
 The Cooper Companies, Inc. Common Stock                   34,583      30,583
 Executone Information Systems, Inc. Common Stock           3,208       2,989
Prepaid expenses and other                                     55          95
                                                         --------    --------
                                                         $ 42,443    $ 34,138
                                                         ========    ========


LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities                 $    908    $    961
                                                         --------    --------
                                                              908         961

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       -- 2,566,095 shares
  Outstanding  --
   January 31, 1997, 2,159,695 shares
   October 31, 1996, 2,172,695 shares                         256         256
Additional paid-in capital                                 78,538      78,538
Unrealized gain on marketable securities                   26,868      20,230
Accumulated deficit                                       (61,490)    (63,369)

Less: Common stock in treasury - at cost;
 January 31, 1997, 406,400 shares
 October 31, 1996, 393,400 shares                          (2,121)     (1,962)
Minimum pension liability adjustment                         (516)       (516)
                                                         --------    --------

Total Stockholders' Equity                                 41,535      33,177
                                                         --------    --------

                                                         $ 42,443    $ 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 THREE MONTHS ENDED
                                                           JANUARY 31,
                                                    --------------------------
                                                      1997             1996
                                                     -------          -----
<S>                                         <C>                   <C>
        Revenues

Gain on marketable securities                      $  1,957         $     --
Interest and other income                                70                3
                                                   --------         --------
                                                      2,027                3
                                                   --------         --------

        Expenses
General and administrative                              148              136
Interest                                                 --               40
                                                   --------         --------
        Total expenses                                  148              176
                                                   --------         --------

Income (loss) from operations before
 provision for income taxes                           1,879             (173)
Provision for income taxes                               --               --
                                                   --------         --------

Net income (loss)                                  $  1,879         $   (173)
                                                   ========         ========

Net income (loss) per share                        $    .83         $   (.08)
                                                   ========         ========

Average number of shares outstanding                  2,257            2,113
                                                   ========         ========

</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>
                                                              THREE MONTHS ENDED
                                                                   JANUARY 31,
                                                             ---------------------
                                                               1997      1996
                                                               ----      ----
<S>                                                  <C>              <C>
  Cash flows from operating activities:

Net income (loss)                                           $ 1,879    $  (173)
Adjustments to reconcile net income (loss) to net
 cash (used in) operating activities:

Gain on marketable securities                                (1,957)        --
Depreciation and amortization                                     1          4

Changes in assets and liabilities:
 Decrease in prepaid expenses and other                          39         25
 (Decrease) increase in accounts payable and other
  accrued liabilities                                           (53)        13
                                                            -------    -------

 Net cash used in operating activities                          (91)      (131)
                                                            -------    -------


  Cash flows from investing activities:

Proceeds from sales of The Cooper
 Companies Inc. common stock                                  4,376         --
Investment in Unistar Gaming Corp.                               --       (200)
                                                            -------    -------

Net cash provided by (used in) investing activities           4,376       (200)
                                                            -------    -------

  Cash flows from financing activities:

Acquisition of treasury stock                                  (159)        --
                                                            -------    -------

Net cash used in financing activities                          (159)        --
                                                            -------    -------

 Net increase (decrease) in cash and cash equivalents         4,126       (331)

 Cash and cash equivalents - Beginning of period                471        341
                                                            -------    -------
 Cash and cash equivalents - End of period                  $ 4,597    $    10
                                                            =======    =======

SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash used to pay interest                                  $    --    $    40
 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
                            JANUARY 31, 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 January 31, 1997 and October 31, 1996 and
the  consolidated  results of its  operations  for the three month periods ended
January 31, 1997 and 1996, and its  consolidated  cash flows for the three month
periods ended January 31, 1997 and 1996.

NOTE 2. - MARKETABLE SECURITIES

THE COOPER COMPANIES, INC.

        At January 31, 1997 and October 31, 1996,  the Company  owned  1,869,333
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.

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, 1997 COMPARED TO
THE THREE MONTHS ENDED JANUARY 31, 1996.

        Net income was $1,879,000, or $.83 per share, in the 1997 quarter. There
is no tax expense 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 $1,957,000  represents a
realized  gain on the  sales of  shares  of TCC  Common  Stock  during  the 1997
quarter.

        COSTS AND EXPENSES. Total expense for the three months ended January 31,
1997 was $148,000 as compared to $176,000 for the three months ended January 31,
1996.  General  and  administrative  expenses  in 1997  increased  by $12,000 to
$148,000 from  $136,000 in the year ago period.  Interest  expense  decreased by
$40,000 to $-0- due to the repayment of all bank loans.


                                        6


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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 January 31,
1997.

INFLATION AND CHANGING PRICES:

        The Company has not been materially affected by inflation.

PART II.  OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a.      Exhibits

        Exhibit
        Number        Description
        ------        -----------

        27            Financial Data Schedule.

b.      A Form 8-K,  dated January 10, 1997 was filed by the Company  during the
quarter for which this  report on Form 10-Q is filed.  Reported on said Form 8-K
was Amendment No. 4 to the Company's Rights Plan.



                                        7


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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:  March 10, 1997                       By:     /s/ Steven Rosenberg
       --------------                              ---------------------
                                                   STEVEN ROSENBERG
                                                   VICE PRESIDENT AND CHIEF
                                                   FINANCIAL OFFICER



                                        8


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                                  EXHIBIT INDEX

Exhibit                                                           Sequential
Number         Description                                        Page Number
------         -----------                                        -----------

27             Financial Data Schedule                               10


                                        9



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