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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K-A
                                (Amendment No. 1)

[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 1995

                                      OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934

                         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 number)

160 Broadway, New York, New York                       10038
(Address of principal executive offices)               (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.10 per share
(Title of Class)

Preferred Stock Purchase Rights
(Title of Class)

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 [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

Aggregate  market value of voting (common) stock held by  non-affiliates  of the
Registrant as of January 17, 1996: $9,816,914.

Number of shares outstanding of each of the Registrant's classes of Common Stock
as of January 17, 1996: 2,111,695.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None


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          The  undersigned   registrant   hereby  amends  the  following  items,
financial  statements,  exhibits or other portions of its Annual report Pursuant
to Section 13 or 15(d) of the  Securities  Exchange Act of 1934 on Form 10-K for
the fiscal  year ended  October  31,  1995,  as set forth in the pages  attached
hereto:

ITEM 10.      Directors and Executive Officers of the Registrant
ITEM 11.      Management Remuneration and Transactions
ITEM 12.      Security Ownership of Certain Beneficial Owners and Managers
ITEM 13.      Certain Relationships and Related Transactions


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                                    PART III

ITEM 10.          Directors and Executive Officers of the Registrant

          The individuals  identified in the chart below  constitute the current
directors and executive officers of the Company.

<TABLE>
<CAPTION>
                                   Director
         Name             Age        Since           Office
         ----             ---      --------          ------
<S>                      <C>      <C>              <C>
William L. Cohen          54         1993            Director
Moses Marx                60         1995            Director
Steven Rosenberg          47         1995            Director, Acting President,
                                                       Vice President and Chief
                                                       Financial Officer
Randolph B. Stockwell     48         1988            Director
</TABLE>

                          ---------------------------


          Mr. Cohen has been a director since July 1993. Mr. Cohen is President,
Chief  Executive  Officer and Chairman of the Board of Andover  Togs,  Inc.,  an
apparel manufacturing company, positions he has held for more than the past five
years.

          Mr.  Marx has been a  director  since  May 1995.  Mr.  Marx has been a
general partner in United Equities  Company (a securities  brokerage firm) since
1954 and a general partner in United Equities Commodities Company (a commodities
brokerage  firm) since 1972. He is also  President of Momar Corp. (an investment
company).  Mr. Marx is a director of Bio  Technology  general Corp. (a developer
and manufacturer of biotechnology  products) and The Cooper  Companies,  Inc. (a
developer and manufacturer of healthcare products).

          Mr.  Rosenberg has been Vice President and Chief Financial  Officer of
the  Company  since  1990 and  since  May  1995,  he has also  served  as acting
President. Mr. Rosenberg has been a director since May 1995. From September 1987
through April 1990,  he served as President  and Director of Scomel  Industries,
Inc., a company engaged in international marketing and consulting. Mr. Rosenberg
is a director of The Cooper Companies, Inc.

          Mr.  Stockwell  has been a director  since  July  1988.  He has been a
private  investor for over ten years.  He has served in various  capacities with
the Community Bank, a commercial bank, from September 1972 to January 1987.

          There are no family  relationships  among any of the Company's current
directors or executive officers.

ITEM 11.          Management Remuneration and Transactions

Executive Compensation
                           SUMMARY COMPENSATION TABLE

          The table below shows  compensation paid in or with respect to each of
the last three  fiscal  years to the person  who served as the  Company's  chief
executive  officer during fiscal 1995. No executive officer received annual cash
compensation in excess of $100,000 during fiscal 1995.

<TABLE>
<CAPTION>



                                     Annual Compensation  
                                    -------------------------
Name and
Principal Position                  Year             Salary
------------------                  ----             --------
<S>                              <C>              <C>
Mel Schnell                         1995             $ 60,000
 President and                      1994             $120,000
 Chief Executive                    1993             $120,000
 Officer

Steven Rosenberg(1)                 1995             $ 90,000
 Acting President,                  1994             $ 90,000
 Vice President and                 1993             $ 90,000
 Chief Financial
 Officer
</TABLE>

------------------
(1)  Mr. Rosenberg assumed the position of Acting President in May 1995.

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               OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 1995

          There were no option  grants to any  employee of the Company in fiscal
year ended October 31, 1995.

                 AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
               OCTOBER 31, 1995 AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>


                                      Number of Securities       Value of Unexercised
                                    Underlying Unexercised       In-the-Money Options
                  Shares Acquired  Options at Fiscal Year End     at Fiscal Year End
Name                On Exercise     Exercisable/Unexercisable   Exercisable/Unexercisable *
----                -----------     -------------------------   -------------------------
<S>                 <C>               <C>                           <C>
Mel Schnell             -0-           150,000 /       0           $225,000  / $    0
Steven Rosenberg        -0-            30,000 /       0           $ 22,500  / $    0
</TABLE>



* Year-end values for unexercised  in-the-money  options  represent the positive
spread between the exercise price of such options and the year-end  market value
of the Common Stock.

Employment Agreements

          During  fiscal 1995,  Mr.  Schnell was employed as President and Chief
Executive  Officer of the  Company  pursuant  to an  employment  Agreement  (the
"Agreement") which terminated upon Mr. Schnell's death in May 1995.  Pursuant to
the  Agreement,  Mr.  Schnell was paid a base salary at the rate of $120,000 per
annum.

          Simultaneously  with the  execution  and delivery of the  Agreement in
1991,  Mr.  Schnell was  granted an option to  purchase  up to 150,000  share of
Common Stock of the Company  pursuant to the Company's 1991 Stock Incentive Plan
(the "Incentive  Plan") which is described  below.  The option exercise price is
$7.00 per share,  which was the fair market  value of a share of Common stock on
the date of grant.

          Pursuant  to an  employment  Agreement  between the Company and Steven
Rosenberg  dated as of November 1, 1994 (the "1994  Agreement"),  Mr.  Rosenberg
agreed to continue to serve as the Company's Vice President and Chief  Financial
Officer during the three year period ending on October 31, 1997 (previously,  he
had been serving in that  capacity on an "at will"  basis).  The 1994  Agreement
provides that during the period of employment Mr.  Rosenberg shall devote all of
his business time to the business of the Company and its subsidiaries as is from
time to time  appropriate  under the  circumstances.  As  compensation  for such
services,  Mr. Rosenberg is paid a base salary at the rate of $90,000 per annum,
plus such annual bonus  payments as the Board of Directors of the Company may in
its discretion determine to be appropriate under the circumstances.

Compensation of Directors

          Each director who is not an employee of the Company  receives  monthly
fees of $1,000 for  serving as a director of the Company and $1,000 for each day
during  which he  participates  in a meeting of the Board and,  if on a separate
day, $500 for each day during which he  participates in a meeting of a committee
of the Board of which is a  member.  See  "Stock  Option  Plan for  Non-Employee
Directors" below for additional compensation received by directors.

Benefit Plans

          Except as set forth below under  "Stock  Plans",  the Company does not
maintain any pension,  profit-sharing or other incentive  compensation plans for
the benefit of any of its current employees.

Stock Plans

          In 1991, the Board of Directors of the Company  adopted a Stock Option
Plan for  Non-Employee  Directors  (the  "Stock  Option  Plan  for  Non-Employee
Directors") and a 1991 Stock Incentive Plan (the "1991 Stock Incentive Plan"). A
brief description of each plan is as follows:


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Stock Option Plan for Non-Employee Directors

          Up to  25,000  shares of common  stock may be issued  pursuant  to the
Stock Option Plan for Non-Employee  Directors (subject to appropriate adjustment
in the event of changes in the corporate  structure of the  Company).  The Stock
Option  Plan for  Non-Employee  Directors  provides  that each  director  of the
Company who is not an employee of the Company or any subsidiary (and who has not
been an  employee  for at least one year  prior to the date of  grant)  shall be
automatically  granted an option to purchase up to 500 shares of common stock of
the Company on the date of each annual  meeting of  stockholders  at which he or
she is elected as a director of the Company.  Only  nonqualified  options may be
granted under the Stock Option Plan for Non-Employee  Directors,  and the option
exercise  price  shall be equal to the fair  market  value of a share of  common
stock of the Company on the date of the grant,  and the options  granted  become
exercisable six months after issuance.

          Pursuant to the Stock Option Plan for Non-Employee Directors, on April
8, 1992, the Company granted nonqualified  options to two nonemployee  directors
of the Company to each purchase 500 shares of the  Company's  common stock at an
exercise  price of $6.75 per share  which  options  will  expire in April  1997.
Pursuant to the plan,  on October 13,  1994,  the Company  granted  nonqualified
options to its two current nonemployee  directors to each purchase 500 shares of
the Company's common stock at an exercise price of $9.75 per share which options
will  expire in October  1999.  Pursuant  to the plan,  on April 11,  1995,  the
Company granted nonqualified options to its two current nonemployee directors to
each purchase 500 shares of the Company's  common stock at an exercise  price of
$15.00 per share which options will expire in April 2000.

1991 Stock Incentive Plan

          The 1991 Stock  Incentive  Plan  permits the granting of awards in the
forms of nonqualified stock options, incentive stock options,  restricted stock,
deferred stock, and other stock-based incentives. Up to 300,000 shares of common
stock of the Company may be issued  pursuant  to the 1991 Stock  Incentive  Plan
(subject  to  appropriate  adjustment  in the event of changes in the  corporate
structure of the  Company).  Officers and other key  employees of the Company or
any  subsidiary  are eligible to receive  awards under the 1991 Stock  Incentive
Plan. The option  exercise price of all options which are granted under the 1991
Stock  Incentive Plan must be at least equal to 100% of the fair market value of
a share of common stock of the Company on the date of grant.

          Pursuant to the 1991 Stock  Incentive  Plan,  on October 6, 1991,  the
Committee  administering  the Plan  granted  nonqualified  stock  options to Mel
Schnell,  the  Company's  then  President,  to purchase up to 150,000  shares of
common stock at a purchase price of $7.00 per share and to Steven Rosenberg, the
Company's Vice  President,  to purchase up to 15,000 shares of common stock at a
purchase price of $7.00 per share. The option granted to Mr. Schnell  terminates
on the eighth  anniversary  of its effective  date and the option granted to Mr.
Rosenberg terminates on the fifth anniversary of its effective date.

          On October 13, 1994,  the Committee  granted  additional  nonqualified
stock options to the Company's Vice President to purchase up to 15,000 shares of
common  stock at a purchase  price of $9.75 per share  which  terminates  on the
fifth anniversary of its effective date.




                                        5

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ITEM 12.          Security Ownership of Certain Beneficial Owners and Management


          The following table sets forth certain information regarding ownership
of the  Company's  Common Stock as of January 17, 1996, by each  director,  each
executive officer named in the Summary  Compensation  table and by all directors
and executive officers as a group.


<TABLE>
<CAPTION>


                                    Number of                       Percent
Name of Beneficial Owner             Shares                         of Class
------------------------           ----------                       ---------
<S>                               <C>                                  <C>
William Cohen                           1,000(1)                         *
Moses Marx                            759,157(2)                      35.5%
Steven Rosenberg                       30,000(3)                       1.4%
Randolph B. Stockwell                   1,500(4)                         *
All executive officers and
 directors as a group (4 persons)     791,657(5)                      36.5%
</TABLE>

________________
*  Less than 1%.

(1)       Issuable  upon the exercise of options  which have been granted to Mr.
          Cohen  under  the  Company's   Stock  Option  Plan  for   Non-Employee
          Directors.

(2)       Includes  25,000  shares of Common Stock which are  issuable  upon the
          exercise of  warrants  which are owned by Mr.  Marx.  Does not include
          31,976 shares of Common Stock which are held in a trading account of a
          brokerage  firm of which Mr.  Marx is a general  partner.  Mr.  Marx's
          address is 160 Broadway, First Floor, New York, New York 10038.

(3)       Issuable  upon the  exercise of  outstanding  options  which have been
          granted to Mr. Rosenberg.

(4)       Issuable  upon the exercise of options  which have been granted to Mr.
          Stockwell  under the  Company's  Stock  Option  Plan for  Non-Employee
          Directors.

(5)       Includes  32,500  shares of Common Stock which are  issuable  upon the
          exercise  of  outstanding  options and 25,000  shares of Common  Stock
          which are issuable upon the exercise of warrants.

Principal Securityholders

          The following table sets forth certain information regarding ownership
of the Company's  Common Stock as of January 17, 1996, by those  individuals  or
groups,  other than Mr.  Marx,  who have  advised the Company that they own more
than five percent (5%) of the Company's Common Stock.

<TABLE>
<CAPTION>


                                    Common Stock Beneficially Owned
                                    -------------------------------
                                    Number of                           Percent
                                     Shares                             of Class
                                    ---------                           --------
<S>                            <C>                                     <C>
The Estate of Mel Schnell(1)         491,250                              21.5%
6 Maiden Lane, 3rd Floor
New York, New York 10038
</TABLE>

--------------------
(1)       Based  upon  filings  made by Mr.  Schnell  with  the  Securities  and
Exchange  Commission,  as of the  above  date,  Mr.  Schnell's  Estate  was  the
beneficial  owner of 491,250 shares of Common Stock of The Company.  That amount
includes  150,000 shares of Common Stock which are issuable upon the exercise of
options  granted to Mr. Schnell under the Company's 1991 Stock  Incentive  Plan,
25,000  shares of Common Stock which are issuable  upon the exercise of warrants
owned by Mr.  Schnell  and 100,000  shares of Common  Stock which are owned by a
family partnership.


ITEM 13.          Certain Relationships and Related Transactions

          In October 1991, the Company  borrowed  $1,250,000  from a corporation
principally  owned by Moses Marx, one of the Company's  principal  shareholders,
("Payee") (the  "Promissory  Note").  The Promissory Note was due on November 1,
1996 and bears  interest at an annual rate of 10.875%  through  November 1, 1994
and at the rate of 12% per year thereafter.

         The  Promissory  Note  was  issued  pursuant to an Investment Agreement
dated  as  of  October 31,  1991  between the Company and the Payee, pursuant to
which: (i) the Company issued to the Payee a warrant (the "Warrant") to purchase
up to 125,000 shares of the Company's common stock at $8.00 per share, which was

                                        6
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subsequently  reduced to $6.875 per share on June 12, 1992 in  consideration  of
certain consulting services rendered to the Company by the principal stockholder
of the Payee,  and (ii) the Company and the Payee entered into an agreement (the
"Registration  Rights  Agreement")   whereby,   subject  to  certain  terms  and
conditions,  the  Company  is  obliged to  register  the shares of common  stock
issuable upon exercise of the Warrant.

          On September 9, 1994, to induce the Payee to exercise the Warrant, the
Company  offered the Payee the opportunity to exercise the Warrant in full at an
exercise  price of $6.00 per share during the ten day period from September 9 to
September  19, 1994;  provided,  however,  that the  aggregate  purchase  price,
$750,000,  must be paid to the Company by the  surrender to the Company,  to the
extent of $750,000,  of the  Promissory  Note. On September 12, 1994, the Payee,
pursuant to the Warrant and the Company's  offer,  simultaneously  exercised the
Warrant in full and paid the aggregate exercise price of $750,000 by the partial
surrender of the  Promissory  Note. On September 16, 1994,  the Company,  at its
option, paid the balance of the principal ($500,000) and accrued interest on the
Promissory Note.


                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunder duly authorized.

                                      COOPER LIFE SCIENCES, INC.



                                      By:    /s/ Steven Rosenberg
                                           -------------------------
                                             Steven Rosenberg
                                             Vice President and Chief
                                             Financial Officer

Dated:  February 13, 1996
        -----------------



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