<PAGE>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended OCTOBER 31, 1996

                                       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 21, 1997: $13,303,993.

Number of shares outstanding of each of the Registrant's classes of Common Stock
as of January 21, 1997: 2,159,695.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None




<PAGE>
<PAGE>



                                     PART I
ITEM 1. BUSINESS

DISCONTINUED OPERATIONS

        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  (see  Note B of  Notes  to  Consolidated  Financial  Statements).  The
Company's  mortgage  banking  operations  were  considered to be a  discontinued
operation  as of October 31,  1994.  On December  19,  1995,  as the 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. (collectively,  the "Executone Securities").
(See Note C of Notes to Consolidated Financial Statements.) As a result of these
transactions,  the Company is not presently engaged in any business  operations.
It is actively investigating new business opportunities.

COMMON STOCK OF THE COOPER COMPANIES, INC.

        The Company  owns shares of 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.  As of  January  8,  1997,  the
Company  owned  1,963,233  shares of TCC  Common  Stock  (see Note D of Notes to
Consolidated Financial Statements.) The Company has from time to time during the
past year sold  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. The  proceeds of sale were and are being used by the Company
to fund its  operating  expenses  and to provide it with  additional  cash which
would be available for use in connection  with the  acquisition  of new business
opportunities.

POSSIBLE INVESTMENT COMPANY STATUS

        The Company's  principal assets  currently  consist of shares of the TCC
Common Stock and the Executone Securities.  As a result of the percentage of its
assets that is currently  comprised  of the TCC Common  Stock and the  Executone
Securities,  the Company could be deemed to be an "investment  company," as such
term  is  defined  in the  Investment  Company  Act of  1940,  as  amended  (the
"Investment  Company  Act").  Although  the Company  believes  that it is not an
investment  company,  there can be no  assurance  that the  Company  will not be
required to register as an investment company. If it is so required to register,
it  would  become  subject  to  certain  restrictions  which  could  prove to be
materially  burdensome to the Company.  However, even if the Company were deemed
to be an  investment  company for purposes of the  Investment  Company Act, such
status would most probably be terminated  upon the subsequent  acquisition by it
of an operating business.

EMPLOYEES

        On October 31, 1996, the Company had one employee.

ITEM 2. PROPERTIES.

The following is the Company's principal facility, which it currently rents on a
month to month basis.

                                                   Approximate       Approximate
                                                   Floor Area        Annual
Location              Operations                   (Sq. Ft.)         Rent
---------             -----------                  -------------     -----------
New York, NY          Executive Offices            1,500             $  18,000

ITEM 3. LEGAL PROCEEDINGS.

        Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        Not Applicable.



                                        2

<PAGE>
<PAGE>



                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        The Company's Common Stock trades on the Nasdaq Stock Market (Small Cap)
under the symbol ZAPS.

        The following table sets forth, for the periods indicated,  the high and
low sales  prices for the  Company's  Common  Stock as reported by the  National
Association of Securities Dealers, Inc.

                                                   High          Low
Fiscal Year ended October 31, 1995
November 1, 1994 to January 31, 1995               14            10
February 1, 1995 to April 30, 1995                 18 3/4        11
May 1, 1995 to July 31, 1995                       12 1/4        8 3/4
August 1, 1995 to October 31, 1995                 11            7 1/2

                                                   High          Low
Fiscal Year ended October 31, 1996
November 1, 1995 to January 31, 1996               9 3/4         7 3/4
February 1, 1996 to April 30, 1996                 10 3/4        8 3/4
May 1, 1996 to July 31, 1996                       13 3/4        10 3/8
August 1, 1996 to October 31, 1996                 12            10 3/4


        As of the close of  business  on  January  21,  1997,  there  were 2,845
holders of record of the Company's Common Stock.

DIVIDENDS

        To date, the Company has not paid any dividends on its common stock. The
payment of  dividends,  if any,  in the future is within the  discretion  of the
Board  of  Directors  and  will  depend  upon the  Company's  earnings,  capital
requirements, financial condition and other relevant factors. The Board does not
intend to declare any dividends in the foreseeable  future,  but instead intends
to  retain  all  earnings,  if any,  for  working  capital  and to  acquire  new
businesses.

































                                        3

<PAGE>
<PAGE>



ITEM 6. SELECTED FINANCIAL DATA.

                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES

                         FIVE YEAR FINANCIAL HIGHLIGHTS

                           YEAR-END FINANCIAL POSITION
                             (DOLLARS IN THOUSANDS)

        The following is a summary of certain financial information with respect
to the Company's  fiscal years ended October 31, 1996,  1995,  1994,  1993,  and
1992.  This  information is derived from and should be read in conjunction  with
the Company's financial  statements and notes thereto included elsewhere in this
Form 10-K.

<TABLE>
<CAPTION>

                                                             October 31,
                                           ------------------------------------------------------
                                            1996      1995      1994(1)      1993(2)        1992
                                            ----      ----      ----         ----           ----

<S>                                            <C>     <C>       <C>        <C>         <C>     
Balance Sheet Data:

Total Assets                               $34,138    $19,102     $42,582    $145,053    $ 15,124

Long Term Debt                                --         --         2,300       3,650       1,250

Total Liabilities                              961      2,812      23,163     136,313       3,920

Stockholders' Equity                        33,177     16,290      19,419       5,579      11,204

</TABLE>

(1) The  financial  information  for the fiscal  year  ended  October  31,  1994
includes the  operations  of the Company's  majority  owned  subsidiary,  Second
Advantage, as a discontinued operation as of October 31, 1994.

(2) The  financial  information  for the fiscal  year  ended  October  31,  1993
includes the  operations  of the Company's  majority  owned  subsidiary,  Second
Advantage Mortgage Corp. ("Second Advantage"),  for the period from September 1,
1993, the effective date of the acquisition by the Company,  through October 31,
1993.





























                                        4

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                         Five Year Financial Highlights
                     Summary of Consolidated Operations (a)
                    (In Thousands, Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                                For The Years Ended October 31,
                                              1996       1995        1994 (1)     1993 (2)      1992
                                             ------     ------      --------     --------       ----
<S>                                          <C>         <C>         <C>         <C>         <C>     
  Revenues
Dividend income in kind                      $   --      $   --      $   --      $    298    $  2,135
Dividend income                                  --          --            89        --          --
Realized and unrealized gain
 (loss) on marketable securities                  772        (376)      9,320      (3,334)     (8,528)
Gain on settlement agreement                     --          --          --          --           913
Interest and other income - net                    22          51         176         163         347
                                             --------    --------    --------    --------    --------
                                                  794        (325)      9,585      (2,873)    (17,744)
                                             --------    --------    --------    --------    --------

  Expenses
General and administrative                        809       1,132         979       2,086       3,353
Interest                                          138         193         283         149         165
                                             --------    --------    --------    --------    --------
    Total Expenses                                947       1,325       1,262       2,235       3,518
                                             --------    --------    --------    --------    --------
                                                 (153)     (1,650)      8,323      (5,108)    (12,611)
Loss and write-downs on Investments
 in Preferred Stock                            (2,096)       --          --          --       (12,611)
                                             --------    --------    --------    --------    --------

Income (loss) from continuing
 operations before income taxes                (2,249)     (1,650)      8,323      (5,108)    (21,262)
Provision (benefit) from
 income taxes                                    --          --          --          (520)       (935)
                                             --------    --------    --------    --------    --------
Income (loss) from continuing
 operations                                    (2,249)     (1,650)      8,323      (4,588)    (20,327)
Gain (loss) from discontinued
 operations                                      --         2,823      (3,084)        (35)        103
                                             --------    --------    --------    --------    --------
Income (loss) before cumulative
 effect of change in accounting
 principle and extraordinary item              (2,249)      1,173       5,239      (4,623)    (20,224)
Extraordinary item - Utilization of
 net operating loss carryforward                 --          --          --          --            54
Cumulative effect of change in
 accounting principle                            --          --         2,009        --          --
                                             --------    --------    --------    --------    --------

Net income (loss)                            $ (2,249)   $  1,173    $  7,248    $ (4,623)   $(20,170)
                                             ========    ========    ========    ========    ========

Net income (loss) per share Fully Diluted:
 Continuing operations                       $  (1.05)   $   (.75)   $   4.01    $  (2.17)   $  (9.83)
 Discontinued operations                         --          1.28       (1.49)       (.02)        .05
                                             --------    --------    --------    --------    --------
                                                (1.05)        .53        2.52       (2.19)      (9.78)
Extraordinary item                               --          --          --          --           .03
Cumulative effect of change
 in accounting principle                         --          --           .97        --          --
                                             --------    --------    --------    --------    --------
Net income (loss) per share                  $  (1.05)   $    .53    $   3.49    $  (2.19)   $  (9.75)
                                             ========    ========    ========    ========    ========

Cash dividends per common share              $   --      $   --      $   --      $   --      $   --
                                             ========    ========    ========    ========    ========

Weighted average number of
 shares outstanding                             2,149       2,206       2,076       2,113       2,067
                                             ========    ========    ========    ========    ========
</TABLE>

(a) The prior years'  amounts have been  reclassified  to conform to the current
years' treatment.

(1) The  financial  information  for the fiscal  year  ended  October  31,  1994
includes the  operations  of the Company's  majority  owned  subsidiary,  Second
Advantage, as a discontinued operation as of October 31, 1994.

(2) The  financial  information  for the fiscal  year  ended  October  31,  1993
includes the  operations  of the Company's  majority  owned  subsidiary,  Second
Advantage,  for the period from  September 1, 1993,  the  effective  date of the
acquisition by the Company, through October 31, 1993.


                                        5

<PAGE>
<PAGE>



ITEM 7.  MANAGEMENTS' 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 8 herein. Reference is also
made to Part I, Item 1 "Business" herein.

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  will  require the use by the Company of
shares of TCC 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
Executone Common Stock which are owned by it,  depending upon prevailing  market
conditions. The Company may also utilize the proceeds of bank borrowings.

        The Company did not have any material capital  commitments at the end of
fiscal 1996.

        In 1996,  the  Company  used  cash  primarily  to fund its  general  and
administrative  expenses and to repay its bank debt.  In 1995,  the Company used
cash primarily to acquire its interest in Unistar Gaming Corp. ("UGC") (see Note
C). During fiscal 1994, the Company's  principal  financing  needs  consisted of
funding  its  mortgage  loans held for sale and the ongoing net cost of mortgage
loan originations.

CASH FLOWS

        OPERATING  ACTIVITIES In fiscal 1996, the Company's operating activities
used cash primarily to fund its general and administrative  expenses.  Such cash
was provided by the proceeds of sale of shares of TCC Common Stock.

        SALES OF TCC  COMMON  STOCK Net cash  received  in fiscal  1996 was $2.4
million as a result of the sale by the  Company  of shares of TCC  Common  Stock
owned by it.

        FINANCING  ACTIVITIES  Net cash used in financing  activities  in fiscal
1996  amounted to $1.2  million  due to the  repayment  of $1.5  million of bank
borrowings  offset by the proceeds from the exercise of common stock warrants of
$268,000.

RESULTS OF OPERATIONS

Comparison of each of the years in the three-year period ended October 31, 1996:

1996 VS. 1995

        The net loss in fiscal 1996 was $153,000 (excluding a loss of $2,096,000
on the writedown of the Executone  Preferred Stock) as compared to a net loss of
$1,650,000 (before a gain of $2,823,000 from discontinued  operations) in fiscal
1995.

        MARKETABLE SECURITIES.  The gain on marketable securities of $772,000 in
1996  represents  a  realized  gain on the sales of shares of TCC  Common  Stock
during  the  year.  The  loss  on  marketable  securities  of  $376,000  in 1995
represents the realized loss incurred on the utilization of shares of TCC Common
Stock as part of the  acquisition  price of the  Company's  interest in UGC (see
Note C).

        The loss on Executone Preferred Stock of $2,096,000 in 1996 represents a
valuation  allowance in carrying value to reflect the uncertainty  that UGC will
earn net income sufficient to pay dividends on the Executone  Preferred Stock or
that UGC will meet the revenue  and profit  parameters  necessary  to enable the
Company to convert the Executone  Preferred  Stock into  Executone  Common Stock
(see Note C).

                                        6

<PAGE>
<PAGE>




        INTEREST EXPENSE. Interest expense decreased by $55,000 to $138,000 from
$193,000 in 1995 due to reduced borrowings.

1995 VS. 1994

GENERAL.

        On October 31,  1994,  management  of the Company  formulated  a plan to
discontinue its majority owned mortgage origination and servicing business which
was acquired in August 1993. On November 30, 1994, the Company sold the majority
of such business to the Long Island Savings Bank, FSB, ("LISB") and effective as
of March  31,  1995,  the  Company  sold all of its  remaining  interest  in the
business (see Note B).  Accordingly,  the entire mortgage banking  operations of
Second  Advantage  and its wholly  owned  subsidiary,  Entrust  Financial  Corp.
("Entrust")  have been  considered  a  discontinued  operation as of October 31,
1994.

        DISCONTINUED OPERATIONS.  The net income of $2,823,000 from discontinued
operations in 1995  includes the Company's  share of the gain on the sale of the
majority of the mortgage banking business to LISB in November 1994 offset by the
loss  of  approximately  $819,000  on  the  disposition  by the  Company  of its
remaining interest in the business effective as of March 31, 1995.

        MARKETABLE SECURITIES.  The unrealized gains on marketable securities of
$9,820,000 in 1994 were the result of an increase in the market price of the TCC
Common Stock owned by the Company  offset by the realized loss of  approximately
$500,000 on shares of TCC Common Stock sold during 1994 as the Company began the
orderly process of liquidating its holdings in TCC Common Stock. Through October
31, 1994, the Company accounted for its marketable securities under FASB No. 12,
and recognized  unrealized  gains and losses through a valuation  allowance.  On
October 31, 1994, the Company adopted the provisions of FASB No. 115. The effect
of adopting FASB No. 115 was the recording of income  relating to the cumulative
effect  of a change in  accounting  principle  of  $2,009,000  representing  the
remaining  unrecorded balance in the valuation allowance (see Note D). Change in
the market value of the available for sale securities after October 31, 1994 are
not reflected in the statement of operations,  but rather in the unrealized gain
(loss) on marketable  securities account,  which is a component of stockholders'
equity on the balance sheet.

        INTEREST  AND OTHER  INCOME.  Interest  and other  income  decreased  by
$214,000 to $51,000 in 1995 from $265,000 in 1994 due to a one time gain in 1994
of $159,000 on the elimination of an estimated liability, and dividend income of
$89,000 in 1994  represents  dividends paid on the TCC Series B Preferred  Stock
through  September 26, 1994, the date on which the TCC Series B Preferred  Stock
was converted into TCC Common Stock.

        INTEREST EXPENSE.  Interest expense decreased by $90,000 to $193,000 in
1995 from $283,000 in 1994 due to reduced borrowings.

        INCOME FROM CONTINUING OPERATIONS

        MARKETABLE   SECURITIES.   Unrealized  gains  on  marketable  securities
amounted to approximately $9.8 million in 1994 resulting from an increase in the
market  price of the TCC Common  Stock owned by the  Company  offset by realized
losses of approximately $500,000 on sales of shares of TCC Common Stock.

        INTEREST EXPENSE.  Interest  expense  was  $283,000 in 1994 due to other
bank borrowings.

GENERAL AND ADMINISTRATIVE EXPENSE

        The  Company's  G&A  decreased  by  $323,000  to  $809,000  in 1996 from
$1,132,000 in 1995.  The decrease is due primarily to an accrual of $250,000 for
certain legal matters in 1995 which was not necessary in 1996 and  reductions in
other overhead  expenses  including  salaries,  insurance costs and professional
fees.

        The  Company's  G&A  increased  by $153,000 to  $1,132,000  in 1995 from
$979,000 in 1994.  The  increase  is due to an accrual of  $250,000  for certain
legal matters  partially offset by reductions in legal expenses  associated with
litigation and


                                        7

<PAGE>
<PAGE>



other matters which were resolved  during 1994 and  reductions in other overhead
expenses including salaries, insurance costs and professional fees.

INFLATION AND CHANGING PRICES

  The Company has not been materially affected by inflation.

IMPACT OF NEW ACCOUNTING STANDARDS

        Financial  Accounting  Standard  No.  123  "Accounting  for Stock  Based
Compensation",  issued in 1995,  introduces a method of accounting  for employee
stock-based  compensation  plans  based upon the fair value of the awards on the
date they are  granted.  Under this fair value based  method,  public  companies
estimate  the fair value of stock  options  using a pricing  model,  such as the
Black Scholes model,  which requires  inputs such as the expected  volatility of
the stock price and an estimate of the dividend yield over the option's expected
life. The FASB, however, does not require the use of this method.  Entities that
continue to account for stock option  plans under the  existing  method (APB No.
25) are required to disclose  proforma net income and earnings per share,  as if
the fair value method had been used.  Certain  additional  disclosures  are also
required. The Company expects to disclose the proforma net income,  earnings per
share and other  information as of the effective date of this  pronouncement for
the year ending October 31, 1997.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.













































                                        8

<PAGE>
<PAGE>





               Report of Independent Certified Public Accountants


Board of Directors and Stockholders
Cooper Life Sciences, Inc.


We have  audited the  accompanying  consolidated  balance  sheets of Cooper Life
Sciences,  Inc. and its  subsidiaries  as of October 31, 1996 and 1995,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for the three years ended October 31, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of Cooper Life
Sciences,  Inc. and its  subsidiaries  as of October 31, 1996 and 1995,  and the
consolidated  results of their operations and their  consolidated cash flows for
each of the three years in the period ended October 31, 1996 in conformity  with
generally accepted accounting principles.

We have also audited the financial statement schedule listed in the accompanying
index at Item 14(a)(ii) for the years ended October 31, 1996,  1995 and 1994. In
our opinion,  this financial statement schedule presents fairly, in all material
respects, the information required to be set forth therein.

As discussed in Note D to the  consolidated  financial  statements,  the Company
changed its method of accounting for investments on October 31, 1994.


GRANT THORNTON LLP

New York, New York
January 21, 1997


























                                        9

<PAGE>
<PAGE>




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

<TABLE>
<CAPTION>
                                                                                  OCTOBER 31,
                                                                           ----------------------
                                                                              1996         1995
                                                                           ---------      -------
<S>                                                                        <C>            <C>
        ASSETS

Cash and cash equivalents                                                  $    471       $    341
Marketable Securities - at market value:
 The Cooper Companies, Inc. Common Stock                                     30,583         13,645
 Executone Information Systems, Inc. Common Stock                             2,989             --
Due from Second Advantage Mortgage Corp., net of
 allowance for doubtful accounts of $194 in 1996                                 --            194
Prepaid expenses and other                                                       95            110
Investment in Unistar Gaming Corp.                                               --          4,812
                                                                           --------       --------
                                                                           $ 34,138       $ 19,102
                                                                           ========       ========

        LIABILITIES AND STOCKHOLDERS' EQUITY

Bank borrowings                                                            $     --       $  1,500
Accounts payable and accrued liabilities                                        961          1,312
                                                                           --------       --------
                                                                                961          2,812


Commitments and contingencies

Stockholders' equity
Preferred stock - $.10 par value: 6,000,000
 shares authorized: none issued                                                  --             --
Common stock - $.10 par value:
 6,000,000 shares authorized:
 2,566,095 shares and 2,516,095 shares issued at
 October 31, 1996 and 1995 respectively                                         256            251
Additional paid-in capital                                                   78,538         78,283
Unrealized gain on marketable securities                                     20,230          1,389
Accumulated deficit                                                         (63,369)       (61,120)

Less: Common stock in treasury - at cost;
 393,400 shares and 404,400 shares at
 October 31, 1996 and 1995, respectively                                     (1,962)        (2,104)
 Minimum pension liability adjustment                                          (516)          (409)
                                                                           --------       --------

Total stockholders' equity                                                   33,177         16,290
                                                                           --------       --------

                                                                           $ 34,138       $ 19,102
                                                                           ========       ========
</TABLE>




        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.



















                                       10

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                                FOR THE YEARS ENDED OCTOBER 31,
                                                                -------------------------------
                                                               1996          1995           1994
                                                               -----         -----          ----
<S>                                                         <C>           <C>            <C>    
      Revenues
Realized and unrealized gain (loss)
 on marketable securities                                   $   772       $  (376)       $ 9,320
Interest,dividend and other income - net                         22            51            265
                                                            -------       -------        -------
                                                                794          (325)         9,585
                                                            -------       -------        -------

      Expenses

General and administrative                                      809         1,132            979
Interest                                                        138           193            283
                                                            -------       -------        -------
    Total expenses                                              947         1,325          1,262
                                                            -------       -------        -------
                                                               (153)       (1,650)         8,323
Loss and writedown on Executone Information
 Systems, Inc. Preferred Stock                               (2,096)           --             --
                                                            -------       -------        -------

(Loss) income from continuing operations
 before income taxes                                         (2,249)       (1,650)         8,323
Provision for income taxes                                       --            --             --
                                                            -------       -------        -------

(Loss) income from continuing operations                     (2,249)       (1,650)         8,323
Gain (loss) from discontinued operations                         --         2,823         (3,084)
                                                            -------       -------        -------
Income (loss) before cumulative effect of
 change in accounting principle                              (2,249)        1,173          5,239
Cumulative effect of change
 in accounting principle                                         --            --          2,009
                                                            -------       -------        -------

Net (loss) income                                           $(2,249)      $ 1,173        $ 7,248
                                                            =======       =======        =======

Net income (loss) per share Primary:
 Continuing operations                                      $ (1.05)      $  (.75)       $  4.04
 Discontinued operations                                         --          1.28          (1.50)
                                                            -------       -------        -------
                                                              (1.05)          .53           2.54
 Cumulative effect of change
  in accounting principle                                        --            --            .98
                                                            -------       -------        -------
 Net income (loss) per share                                $ (1.05)      $   .53        $  3.52
                                                            =======       =======        =======

 Weighted average number of shares outstanding                2,149         2,201          2,058
                                                            =======       =======        =======

Fully Diluted:
 Continuing operations                                      $ (1.05)      $  (.75)       $  4.01
 Discontinued operations                                         --          1.28          (1.49)
                                                            -------       -------        -------
                                                              (1.05)          .53           2.52
 Cumulative effect of change
  in accounting principle                                        --            --            .97
                                                            -------       -------        -------
 Net income (loss) per share                                $ (1.05)      $   .53        $  3.49
                                                            =======       =======        =======

 Weighted average number of shares outstanding                2,149         2,206          2,076
                                                            =======       =======        =======
</TABLE>


        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.












                                       11

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   YEARS ENDED OCTOBER 31, 1996, 1995 AND 1994
                             (Dollars In Thousands)
<TABLE>
<CAPTION>

                                                                                                        Minimum
                                                                                                        pension
                                            Common stock    Addi-    Unrealized                         liabil-
                                            -------------   tional   gain on      Accumu-                ity
                                                    Par     paid-in  marketable   lated       Treasury  adjust-
                                            Shares  value   capital  securities   deficit      stock     ment         Total
                                            ------  -----   -------  ----------   --------    --------  -------      -------
<S>                                         <C>     <C>     <C>      <C>          <C>         <C>       <C>         <C>
  Balance at October 31, 1993               2,391   $ 239   $77,444  $      --    $(69,541)   $(2,088)  $ (475)     $  5,579
  Net income                                                                         7,248                             7,248
  Treasury shares acquired                                                                        (74)                   (74)
  Exercise of common
   stock warrants                             125      12       847                                                      859
  Treasury shares issued
   for pension plan contribution                                 (8)                               32                     24
  Effect of accounting
   change due to increase in
   market value of marketable
   securities                                                             5,783                                        5,783
                                            -----   -----   -------  ----------   --------    -------   ------      --------

  Balance at October 31, 1994               2,516     251    78,283       5,783    (62,293)    (2,130)    (475)       19,419

  Net income                                                                         1,173                             1,173
  Treasury shares issued
   for pension plan contribution                                                                   26                     26
  Reduction in value of
   marketable securities                                                 (4,394)                                      (4,394)
  Reduction in pension
   liability over unrecognized
   prior service cost                                                                                       66            66
                                            -----   -----   -------  ----------   --------    -------   ------      --------

  Balance at October 31, 1995               2,516     251    78,283       1,389    (61,120)    (2,104)    (409)       16,290

  Net loss                                                                          (2,249)                           (2,249)
  Treasury shares issued
   for pension plan contribution                                (40)                              142                    102
  Increase in value of
   marketable securities                                                 18,841                                       18,841
  Exercise of common
   stock warrants                              50       5       295                                                      300
  Increase in pension
   liability over unrecognized
   prior service cost                                                                                     (107)         (107)
                                            -----   -----   -------  ----------   --------    -------   ------      --------

  Balance at October 31, 1996               2,566   $ 256   $78,538  $   20,230   $(63,369)   $(1,962)  $ (516)     $ 33,177
                                            =====   =====   =======  ==========   ========    =======   ======      ========
</TABLE>

         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.


                                                       12

<PAGE>
<PAGE>




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

<TABLE>
<CAPTION>
                                                                     FOR THE YEARS ENDED OCTOBER 31,
                                                                   ----------------------------------
                                                                     1996          1995          1994
                                                                   --------      --------      ------
<S>                                                                 <C>            <C>          <C>     
     Cash flows from operating activities:
  Net (loss) income                                                 $ (2,249)      $  1,173     $  7,248
  Adjustments to reconcile net (loss) income to net
   cash used in operating activities:
  Cumulative effect of change in accounting principle                     --             --       (2,009)
  Realized and unrealized (gain) loss on
   marketable securities                                                (772)           376       (9,320)
  Loss on writedown of Executone Information
   Systems, Inc. preferred stock                                       2,096             --           --
  Gain (loss) from discontinued operations                                --         (2,823)       3,084
  Issuance and exercise of common stock warrants                          --             --          109
  Provision for doubtful accounts                                        194             --           --
  Loss on sale of furniture, fixtures etc.                                13             --           --
  Non-cash compensation charge                                            32             --           --
  Depreciation and amortization                                           13             16           17
    Changes in assets and liabilities:
  Increase in receivables                                                 --           (194)          --
  Decrease (increase) in prepaid expenses and other                       28            (27)         296
  (Decrease) increase in accounts payable and
   accrued liabilities                                                  (395)            75         (688)
                                                                    --------       --------     --------
  Net cash used in operating activities                               (1,040)        (1,404)      (1,263)
                                                                    --------       --------     --------


     Cash flows from investing activities:
  Sale of discontinued operations                                         --         25,260           --
  Investment in Unistar Gaming Corp.                                    (200)        (3,625)          --
  Proceeds from sales of The Cooper
   Companies, Inc. common stock                                        2,602             --        2,107
  Cash of discontinued operations                                         --             --       (1,409)
                                                                    --------       --------     --------
  Net cash provided by investing activities                            2,402         21,635          698
                                                                    --------       --------     --------


     Cash flows from financing activities:
  Repayment of notes payable - affiliates                                 --         (2,300)        (500)
  Repayment of bank borrowings                                        (1,500)            --           --
  Repayment of line of credit borrowings                                  --        (18,034)          --
  Proceeds from exercise of common stock warrants                        268             --           --
  Acquisition of treasury stock                                           --             --          (50)
                                                                    --------       --------     --------
  Net cash used in financing activities                               (1,232)       (20,334)        (550)
                                                                    --------       --------     --------
  Net increase (decrease) in cash and
   cash equivalents                                                      130           (103)      (1,115)

Cash and cash equivalents at beginning of year                           341            444        1,559
                                                                    --------       --------     --------

Cash and cash equivalents at end of year                            $    471       $    341     $    444
                                                                    ========       ========     ========

Supplemental disclosures of cash flow information:

  Cash paid during the year for:
    Interest                                                        $    136        $   192     $    283
    Income Taxes                                                    $     11        $    22     $     35
</TABLE>













                                       13

<PAGE>
<PAGE>



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


Supplemental schedule of non cash investing activities (Notes B, C and F)

        In 1995 the Company acquired 27.5% of the common stock of Unistar Gaming
Corp. for $4.8 million.  The purchase price was satisfied as follows:

        Cash                                       $2,500,000
        Forgiveness of indebtedness
         for advances to UGC                          475,000
        Note payable                                  650,000
        Fair value of TCC Common Stock
         issued to UGC                              1,188,000
                                                   ----------
                                                   $4,813,000
                                                   ==========

        During  1994,  a  stockholder  exercised  warrants  for the  purchase of
125,000 shares of common stock for $750,000.  The exercise price was provided by
a reduction in the note payable to the shareholder.



        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.













































                                              14

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE A - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

        Cooper Life  Sciences,  Inc. (the  "Company"),  a Delaware  corporation,
owned a majority  interest in a company engaged in mortgage  banking from August
1993 to October 1994 (Note B). At the present  time,  the Company is not engaged
in any operating activities.

A summary of the significant  accounting  policies  consistently  applied in the
preparation of the accompanying consolidated financial statements follows:

1.      PRINCIPLES OF CONSOLIDATION

        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.

2.      MARKETABLE SECURITIES

        On  October  31,  1994,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 115  "Accounting  for Certain  Investments in Debt and
Equity  Securities."  In accordance with Statement 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.
Available-for-sale  securities  are carried at fair value,  with the  unrealized
gains and losses,  net of tax, reported as a separate component of shareholders'
equity.  The cost of  securities  sold is based on the average cost  method.  At
October  31,  1996,  the  Company  considers  all of its  holdings of The Cooper
Companies,  Inc. ("TCC") common stock and Executone  Information  Systems,  Inc.
("Executone") common stock to be securities available for sale.

        At  October  31,  1996,  the  Company  owns  approximately  18%  of  the
outstanding  common stock of TCC and approximately 2% of the outstanding  common
stock of Executone.

3.      INVESTMENT IN UNISTAR GAMING CORP.

        In 1995, the Company owned  approximately 31% of the outstanding  common
stock of  Unistar  Gaming  Corp.  ("UGC")  (see Note C).  The  Company  sold its
investment in UGC to Executone in December  1995 for shares of Executone  common
stock and preferred stock.

4.      INCOME TAXES

        The Company accounts for income taxes under the provisions of Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 109
("SFAS No. 109") - Accounting for Income Taxes.

5.      FAIR VALUE OF FINANCIAL INSTRUMENTS

        The carrying value of financial instruments  (principally  consisting of
cash,  cash  equivalents,  marketable  securities,  investment in Unistar Gaming
Corp.,  investment  in  Executone  Preferred  Stock,  and  accounts  receivable)
approximate fair value. The Company  determined the fair value of the marketable
securities based upon the quoted market values, and determined the fair value of
the investment in Unistar Gaming Corp. and Executone  Preferred Stock based upon
estimated recoverable amounts upon the sale of the securities.

6.      NET INCOME (LOSS) PER SHARE

        Net income  (loss) per share is  determined  using the weighted  average
number of Common shares and dilutive common stock equivalents outstanding during
the respective  periods.  Common stock equivalents have not been included in the
determination of net loss per share as they are antidilutive or have no material
effect.


                                       15

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE A - (CONTINUED)

7.      CASH EQUIVALENTS

        The Company considers all highly liquid debt investments  purchased with
an original maturity of three months or less to be cash equivalents.

8.      USE OF ESTIMATES

        In preparing financial  statements in conformity with generally accepted
accounting principles,  management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent  assets and  liabilities at the date of the financial  statements and
revenues and expenses during the period.  Actual results could differ from those
estimates.

9.      RECLASSIFICATIONS

        Certain  amounts  in the 1995 and 1994  financial  statements  have been
reclassified to conform to the current year's presentation.

NOTE B - SECOND ADVANTAGE MORTGAGE CORPORATION TRANSACTIONS

        DISPOSITION

        On October 31,  1994,  management  of the Company  formulated  a plan to
discontinue  its mortgage  banking  business.  Accordingly  the entire  mortgage
banking operations of Second Advantage Mortgage Corp.  ("Second  Advantage"),  a
51% owned subsidiary of the Company,  and its wholly owned  subsidiary,  Entrust
Financial  Corp.  ("Entrust")  was  considered  a  discontinued  operation as of
October 31, 1994.

        On November 30, 1994,  pursuant to an Asset Purchase  Agreement dated as
of November 23, 1994 by and between The Long Island  Savings Bank,  FSB ("LISB")
and Entrust (the "Asset  Purchase  Agreement"),  Entrust sold to LISB its entire
origination business,  including mortgage loans held for sale and mortgage loans
in process, a substantial portion of its rights to service loans for others, and
a  substantial  portion  of its fixed  assets.  Pursuant  to the Asset  Purchase
Agreement,  LISB assumed the prospective obligations and duties of Entrust under
certain contracts and leases relating to the assets acquired by it.

        The gross purchase price  realized by Entrust from the  transaction  was
approximately  $31  million in cash,  which,  after  repayment  of  indebtedness
related  to the  business  (including  repayment  of loans to two  officers  and
directors of Second  Advantage of approximately  $1.0 million and  approximately
$17.8  million  to its  principal  lender to retire  its  warehouse  and  credit
facility)  resulted  in net sale  proceeds  to  Entrust of  approximately  $11.0
million.  The gain on such sale amounted to  approximately  $2.8 million.  As of
October 31,  1995,  all of the  purchase  price  proceeds  had been  received by
Entrust,  excluding  approximately  $375,000  which was  retained in escrow (the
"LISB  Escrow") as security for the  performance  or payment of  indemnification
obligations of Entrust to LISB, if any, which was expected to be paid to Entrust
in 1996.

        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 equal to
(a)  approximately   $3,879,000  plus  (b)  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  $187,500 from
the LISB Escrow.





                                              16

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE B - (CONTINUED)

        In October 1996,  Second Advantage advised the Company of certain claims
made by LISB pursuant to the Asset Purchase  Agreement  which, if upheld,  would
require  the use of some  or all of the  remaining  funds  in the  LISB  Escrow.
Accordingly,  at October 31, 1996,  the Company  recorded a reserve for the full
amount which it expected to receive as contingent consideration described above.

        The results of the  discontinued  operations  for the year ended October
31, 1994 is summarized as follows:

                                Year
                                ended
                                1994
                                ------

Revenue                      $ 11,024,000
Net loss                       (6,017,000)
Loss allocable
 to the Company                (3,084,000)
Loss per share               $      (1.54)

        Entrust  had  a  $63  million   warehouse   bank  line  of  credit  (the
"Warehousing Agreement") to fund its mortgage loan activity which was fully paid
and terminated  effective  November 30, 1994. The weighted average cost of funds
under this line of credit was 4.95% for the fiscal year ended  October 31, 1994.
Borrowings under this line were  collateralized  by mortgage loans held for sale
and were  guaranteed  by Entrust.  These  borrowings  were  repaid when  Entrust
received payment from the sale of the underlying mortgage loan collateral.

        Entrust also made use of a Servicing Secured Credit Agreement, which was
fully paid and terminated effective November 30, 1994. The weighted average cost
of funds under this line of credit was 8.51% for the fiscal  year ended  October
31, 1994.

        Interest expense and related fees on Entrust's line of credit borrowings
for the fiscal year ended  October 31, 1994 was  approximately  $2.2 million and
are  included  in the loss  from  discontinued  operations  in the  accompanying
consolidated statement of income.

NOTE C - UNISTAR GAMING CORP. TRANSACTIONS

        On February 28, 1995,  Unistar  Gaming Corp.  ("UGC")  acquired  Unistar
Entertainment,  Inc., a privately held Colorado  corporation  ("Unistar").  As a
result of the acquisition,  approximately  27.5% of the outstanding Common Stock
of UGC was owned by the  Company,  and  approximately  72.5% of the  outstanding
Common  Stock of UGC was owned by the former  stockholders  of 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  which are owned by the  Company  were
purchased for  approximately $5 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 (the "Closing Date"),  pursuant to an Agreement and
Plan of Merger,  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 UGC Common Stock, including
all of the shares of UGC Common  Stock owned by the  Company,  in  exchange  for
3,700,000  shares of Executone  Common  Stock (the  "Executone  Common  Stock"),
250,000 shares of Executone  Series A Preferred Stock (the  "Executone  Series A
Preferred  Stock") and 100,000 shares of Executone Series B Preferred Stock (the
"Executone   Series  B   Preferred   Stock"),   collectively   (the   "Executone
Securities").  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

                                       17

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE C - (CONTINUED)

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 is redeemable at Executone's
option for 4.925  million  shares and 8.375  million  shares,  respectively,  of
Executone common stock,  and is convertible at the holders'  option,  if certain
revenue and profit parameters are met by UGC, for up to 4.925 million shares and
8.375 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 holders to convert the
Executone Series A and Series B Preferred Stock into Executone Common Stock.

        In exchange  for its shares of UGC Common  Stock,  the Company  received
approximately  31.5% of the  Executone  Securities,  comprised  of a)  1,166,520
shares of  Executone  Common  Stock,  b) 78,819  shares  of  Executone  Series A
Preferred Stock, and c) 31,528 shares of Executone Series B Preferred Stock. The
Company has agreed that for a period of six months  following  the Closing  Date
not to sell,  transfer,  assign,  pledge  or grant a  security  interest  in its
Executone  Securities and  thereafter,  through the last day of the twelfth full
calendar  month  following the Closing Date, not to sell in any calendar month a
number  of  shares  of its  Executone  Securities  equal to more than the sum of
16.66% of the Executone  Preferred Stock or the Executone Common Stock issued to
the  Company  on the  Closing  Date or  thereafter  and any unused  amount  from
previous calendar months. On June 30, 1996,  Executone filed 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.  The  Company  has valued its
shares of Executone  Series A and Series B Preferred  Stock at $ 0 based in part
on a recent offer to purchase the stock,  which transaction was not consummated,
and the uncertainties described in the preceeding paragraph.

NOTE D - THE COOPER COMPANIES COMMON STOCK TRANSACTIONS

        At October 31, 1996 and 1995,  the Company  owned  2,127,533  shares and
2,322,533 shares, respectively of the common stock of The Cooper Companies, Inc.
("TCC"), (the "TCC Common Stock").

        The  following  is a  summary  of  available-for-sale  securities  as of
October 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                                   Gross
                                                                 Unrealized     Fair
(in thousands)                                     Cost            Gains        Value
                                    1996           ----          ----------     -------
                                    ----
<S>                                                <C>           <C>            <C>    
The Cooper Companies, Inc.
 Common Stock                                      $10,426       $20,157        $30,583
Executone Information
Systems, Inc. Common Stock                           2,916            73          2,989
                                                   -------       -------        -------
                                                   $13,342       $20,230        $33,572
                                                   =======       =======        =======

                                    1995
                                    ----
The Cooper Companies, Inc.
 Common Stock                                      $12,256       $ 1,389        $13,645
                                                   =======       =======        =======
</TABLE>

        Gross realized gains on sales of  available-for-sale  securities totaled
$772,000  for the year ended  October 31,  1996.  Gross  realized  losses on the
disposition of available-for-sale securities totaled $376,000 for the year ended
October 31, 1995. Gross realized gains on sales of available-for-sale securities
totaled  $54,000 for the year ended October 31, 1994.  Gross realized  losses on
sales of  available-for-sale  securities  totaled  $548,000  for the year  ended
October 31, 1994.  Cost of  securities  sold was  determined by the average cost
method.

                                       18

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE D - (CONTINUED)

        Through October 31, 1994, changes in the valuation  allowance  resulting
from  unrealized  gains or losses on the TCC Common Stock have been  recorded in
the statement of operations prior to the adoption of SFAS No. 115. The effect of
adopting  FASB No. 115 was the  recording of income  relating to the  cumulative
effect of the change in accounting totaling  $2,009,000.  This amount represents
the remaining  unrealized valuation allowance at October 31, 1994. Change in the
market value of the  available  for sale  securities  after October 31, 1994 are
reflected in the unrealized gain (loss) on marketable securities account,  which
is a component of stockholders' equity on the balance sheet.

NOTE E - BANK 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 Second  Advantage
(Note B). At October 31, 1996, the $1,500,000  principal  amount of the loan has
been repaid in full.

        In November 1993 the Company arranged a $500,000 line of credit facility
with the bank.  During 1996, the Company utilized $200,000 of the line of credit
facility  which was repaid in June  1996.  At October  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 October 31,
1996)  plus  1.5%.  Payment  of the  loan  and  revolving  line  of  credit  are
collateralized by 500,000 shares of TCC Common Stock owned by the Company.

NOTE F - NOTES PAYABLE - AFFILIATES

        In October  1991,  the Company  borrowed  $1,250,000  from a corporation
owned by one of the Company's principal  shareholders ("Payee") (the "Promissory
Note"). 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 the
Company  issued to the Payee a warrant to purchase  up to 125,000  shares of the
Company's  common stock at $8.00 per share,  which was  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, (the
"Warrant").

        On September 9, 1994, 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. A charge to
operations  of $109,000  was  recorded in 1994  reflecting  the  decrease in the
exercise  price.  On September 16, 1994,  the Company,  at its option,  paid the
balance of the principal ($500,000) and accrued interest on the Promissory Note.

NOTE G - INCOME TAXES

        A  reconciliation  of the provision for income taxes for the years ended
October  31,  1996,  1995 and 1994  and the  amount  computed  by  applying  the
statutory  Federal income tax rate to (loss) income from  continuing  operations
follows:

<TABLE>
<CAPTION>
                                        1996                  1995                 1994
                                    ------------          -----------           -------
<S>                                 <C>                   <C>                   <C>        
Computed expected provision
 (benefit) for income taxes         $  (140,000)          $  (578,000)          $ 2,830,000
Changes in valuation
 allowance                              140,000               578,000            (2,830,000)
                                    -----------           -----------           -----------
Actual benefit from
 income taxes                       $     -0-             $     -0-             $     -0-
                                    ===========           ===========           =========
</TABLE>



                                       19

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE G - (CONTINUED)

        The tax effect of the  principal  temporary  differences  at October 31,
1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                                              1996                  1995
                                                          -----------           --------
<S>                                                       <C>                   <C>        
Deferred tax assets
  Unrealized (gain) loss on securities                    $(2,924,000)          $ 2,942,000
  Net operating loss and credit carryforwards              12,297,000            11,846,000
  Accruals not currently deductible for
   tax purposes                                               287,000               374,000
  Other                                                          --                 530,000
                                                          -----------           -----------
                                                            9,660,000            15,162,000
  Less valuation allowance                                 (9,660,000)          (15,162,000)
                                                          -----------           -----------
  Net deferred taxes                                      $     -0-             $     -0-
                                                          ===========           =========
</TABLE>


        The  deferred  tax  asset  and  valuation  allowance  was  decreased  by
$5,502,000  principally  because of an increase in the  unrealized  gain for tax
purposes on a portion of the TCC Common Stock owned by the Company  during 1996,
and was  increased  by $861,000  during 1995 to reflect the  additional  capital
losses  generated for tax purposes upon the disposition of Second  Advantage and
TCC Common Stock.

        At October 31, 1996, the Company had net operating loss carryforwards as
follows:

<TABLE>
<CAPTION>
                (Dollars in Thousands)
          Net
        Operating     Capital                      Expiration
          Loss         Loss         Other             Date
<S>      <C>          <C>           <C>            <C> 
                      $    40       $   48         10/31/97
                                       118         10/31/98
        $  1,886        2,379          943         10/31/99
             708        1,926          744         10/31/00
             211          553            4         10/31/01
           7,502                                   10/31/02
                                       335         10/31/03
           6,328                                   10/31/04
           1,922                                   10/31/05
             520                                   10/31/06
                                                   10/31/07
           2,109                                   10/31/08
           1,001                                   10/31/09
           1,039                                   10/31/10
             732                                   10/31/11
        --------      -------       ------
        $ 23,958      $ 4,898       $2,192
        ========      =======       ======
</TABLE>


NOTE H - REDUCTION OF ESTIMATED TAX LIABILITIES

        The Company is a party to a tax sharing agreement,  as amended, with TCC
and Cooper Development  Company ("CDC") related to the Cooper Labs, Inc. ("CLI")
liquidation  on June 27, 1985. In 1985 the Company  received a  distribution  of
$2,500,000  and recorded it as a liability for potential  assessments  resulting
from tax examinations (TCC received $5,000,000 and CDC received $2,500,000). The
above  companies  have  agreed  that:  (i) in the event  that the  amount of tax
liability,  including interest and penalties,  shall be ultimately determined to
be greater or less than  $10,000,000,  then such excess or  deficiency  shall be
shared 50%,  25%, and 25% by TCC, CDC, and the Company,  respectively,  and (ii)
they are jointly and  severally  liable.  TCC is  coordinating  the defenses for
these tax  examinations.  After reviewing  certain  documents related to the tax
examinations  which were  provided  by TCC,  and after  consulting  with its tax
advisors,  management believes the amount accrued by the Company is adequate and
no adjustment was recorded in fiscal 1996 and 1995.



                                       20

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE I - STOCK PLANS

        During  October  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").

        Financial  Accounting  Standard  No.  123  "Accounting  for Stock  Based
Compensation",  issued in 1995,  introduces a method of accounting  for employee
stock-based  compensation  plans  based upon the fair value of the awards on the
date they are  granted.  Under this fair value based  method,  public  companies
estimate  the fair value of stock  options  using a pricing  model,  such as the
Black Scholes model,  which requires  inputs such as the expected  volatility of
the stock price and an estimate of the dividend yield over the option's expected
life. The FASB, however, does not require the use of this method.  Entities that
continue to account for stock option  plans under the  existing  method (APB No.
25) are required to disclose  proforma net income and earnings per share,  as if
the fair value method had been used.  Certain  additional  disclosures  are also
required. The Company expects to disclose the proforma net income,  earnings per
share and other  information as of the effective date of this  pronouncement for
the year ended October 31, 1997.

        A brief description of each plan is as follows:

1.      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 will  expire in April 1997.  On October
13, 1994, 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 $9.75 per share which will expire in October  1999.  On April
11, 1995, 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 $15.00 per share which will expire in April 2000.

2.      1991 STOCK INCENTIVE PLAN

        The 1991 Stock Incentive Plan permits the granting of awards in the form
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.




                                       21

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE I - (CONTINUED)

        Pursuant  to the 1991 Stock  Incentive  Plan,  on  October 6, 1991,  the
Committee granted  nonqualified stock options to 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 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  which was
granted to the  Company's  President  terminates on April 8, 2000 and the option
which was granted to the Company's Vice  President  terminates on April 8, 1997.
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 terminate on April 13, 2000.

        A summary of the activity with respect to these plans is as follows:

<TABLE>
<CAPTION>
                                    Non-
                                    employee       Per                          Per
                                    Directors'     Share         1991           Share
                                    Stock          Option        Stock          Option
                                    Option         Purchase      Incentive      Purchase
                                    Plan           Price         Plan           Price
                                    ---------      ---------     ---------      --------
<S>                                 <C>            <C>            <C>           <C>   
Balance at October 31, 1992
 and October 31, 1993               1,000          $ 6.75         165,000       $ 7.00
Granted                             1,000          $ 9.75          15,000       $ 9.75
                                    -----                         -------
Balance at October 31, 1994         2,000                         180,000

Granted                             1,000          $15.00
                                    -----                         -------
Balance at October 31, 1995         3,000                         180,000

Cancelled                             500          $ 6.75
                                    -----
Balance at October 31, 1996         2,500                         180,000
                                    =====                         =======

Currently exercisable               2,500                         180,000
                                    =====                         =======
</TABLE>

        At October 31, 1996,  shares available for future grant are 22,500 under
the  Non-Employee  Stock Option Plan and 120,000 under the 1991 Stock  Incentive
Plan.

3.      WARRANTS

        In 1993, the Company granted two  stockholders a five-year  warrant (the
"1993  Warrants") to purchase up to 25,000 shares of common stock of the Company
at a purchase price of $6.00 per share and registration rights, at the Company's
expense, with respect to these shares.

        In February 1996, to raise cash, the Company induced the exercise of the
1993 Warrants by offering a reduction in the purchase price from $6.00 per share
to $5.375 per share.  On April 2, 1996,  the 1993  Warrants  were  exercised  to
purchase  50,000  shares of the Company's  Common Stock at the reduced  purchase
price of  $5.375  per  share,  or  $268,750  , in  cash.  The  Company  recorded
compensation  expense of $31,250 to reflect the difference  between the original
and reduced per share price of the 1993 Warrants.

NOTE J - EMPLOYEE BENEFIT PLANS

        In April 1985,  the  Company  adopted  its  Retirement  Income Plan (the
"Retirement Plan"), a noncontributory plan covering substantially all full-time,
non-union  United  States  employees of the Company.  Benefits were based upon a
combination of employee  compensation and years of service. The Company paid the
entire cost of the plan for its employees and funded such costs as they accrued.
The Company's funding policy was to make annual contributions within minimum and
maximum  levels  required by applicable  regulations.  The  Company's  customary
contributions were designed to fund normal cost on a current basis and fund over
30 years the estimated prior service cost of benefit improvements (15 years of


                                       22

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE J - (CONTINUED)

annual gains and losses).  The projected  unit cost method was used to determine
the annual  cost.  Plan assets  consist  principally  of equities and equity and
fixed income mutual funds.

        Benefit accruals have been frozen as of September 15, 1988, resulting in
a plan curtailment. As a result of such curtailment, the Company will not accrue
benefits for future services;  however,  the Company will continue to contribute
as necessary for the unfunded liabilities.

        The Company has  recorded  liability  for the excess of its  accumulated
benefit  obligation  over  plan  assets.  The  amount  has  been  recorded  as a
noncurrent  liability with an offsetting amount reported as a separate reduction
of stockholders' equity.

        Assumptions used in the accounting were:
                                                          1996           1995
                                                          ----           ----
        Discount rates - liability                        7.50%          8.25%
        Long-term rate of return - assets                 8.50           8.50

        A summary of the components of net periodic  pension cost for 1996, 1995
and 1994 is as follows:

<TABLE>
<CAPTION>
                                                    1996          1995           1994
                                                   ------        ------          -----
<S>                                                  <C>           <C>            <C>   
        Service cost - benefits earned
         during the period                         $   -         $   -          $   -
        Interest cost on projected
         benefit obligation                          89,319        82,884         81,278
        Actual return on plan assets                (88,760)      (75,242)        (4,471)
        Net amortization and deferral                21,561        24,144        (52,626)
                                                   --------      --------       --------
        Net pension cost of defined
         benefit plans                             $ 22,120      $ 31,786       $ 24,181
                                                   ========      =========      ========
</TABLE>

        The following table sets forth the funded status and amounts  recognized
in the Company's  balance sheet for its defined benefit plan at October 31, 1996
and 1995:

<TABLE>
<CAPTION>
                                                      1996           1995
                                                   ----------       -------
<S>                                                <C>           <C>
  Actuarial present value of
    accumulated benefit obligations,
    all of which is vested                         $ 1,198,707   $ 1,040,710
                                                   ===========   ===========
    Projected benefit obligations                  $(1,198,707)  $(1,040,710)
    Fair value of plan assets                        1,160,844       981,763
                                                   -----------   -----------
    Excess of projected benefit
     obligation over fair value
     of plan assets                                    (37,863)      (58,947)
    Unrecognized net loss                              516,326       408,900
    Adjustment required to recognize
      minimum liability                               (516,326)     (408,900)
                                                   -----------   -----------
    Accrued pension cost                           $   (37,863)  $   (58,947)
                                                   ===========   ===========
</TABLE>

NOTE K - PREFERRED STOCK PURCHASE RIGHTS

        On January 7, 1988,  the Board of  Directors  of the Company  declared a
dividend  distribution of ten rights (as adjusted for a reverse stock split) for
each outstanding  share of the Company's common stock, par value $.10 per share,
to  stockholders  of record at the close of business on January 21,  1988.  Each
right ("Right")  entitles the registered  holder to initially  purchase from the
Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A
Junior  Participating  Preferred  Stock, par value $.10 per share, at a purchase
price of $5.50 per Unit,  subject to adjustment.  The rights will be exercisable
only if a person or group  acquires  beneficial  ownership of 30% or more of the
Company's common stock (increased to more than 50% on January 6, 1997 - see Note
M) or commences a tender or exchange offer upon  consummation  of which a person
or group would  beneficially own 30% or more of the Company's common stock. Upon
the occurrence of such event, each holder who is not a party to the transaction

                                       23

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         OCTOBER 31, 1996, 1995 AND 1994

NOTE K - (CONTINUED)

may be entitled to purchase,  under certain  circumstances,  at the Right's then
current  exercise price,  shares of the Company's common stock having a value of
twice the Right's  then current  exercise  price.  A committee of the  Company's
Board of Directors, comprised exclusively of Continuing Directors or Independent
Directors, as defined in the Rights Agreement, pursuant to which the Rights were
issued,  is entitled to redeem the Rights if the committee  determines that such
event is in the best interest of the Company's  stockholders.  The Rights expire
on January 7, 1998.

NOTE L - COMMITMENTS AND CONTINGENCIES

1.      LEASES AND OTHER COMMITMENTS

        The  Company  has  no  significant   annual  rental   obligations  under
noncancellable  operating  leases in force at October 31, 1996.  Rental  expense
amounted to approximately $29,000 for the Company in 1996 and 1995.

2.      EMPLOYMENT AGREEMENTS

        The Company entered into an employment  contract with its Vice President
commencing  November 1, 1994. The contract  provides for a minimum annual salary
of $90,000  through 1997, plus an annual bonus at the discretion of the Board of
Directors.

NOTE M - SUBSEQUENT EVENTS

AMENDMENT OF PREFERRED STOCK PURCHASE RIGHTS

        On January 6, 1997,  the  Company's  Board of  Directors  authorized  an
amendment of the terms of the preferred  stock  purchase  rights (the  "Rights")
which  accompany  each share of the Company's  Common  Stock.  The effect of the
amendment is to increase,  from 30 % to more than 50%, the minimum percentage of
shares of the Company's  Common Stock then  outstanding  that when  beneficially
owned by a person or group, causes the Rights to become separately  transferable
and exercisable.





























                                       24

<PAGE>
<PAGE>





SCHEDULE II


                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
        COLUMN A             COLUMN B                     COLUMN C             COLUMN D       COLUMN E
        --------             --------                     --------             --------       --------

                                                          ADDITIONS
                                                   --------------------------
                                                     (1)           (2)

                                                                 CHARGED TO
                             BALANCE AT            CHARGED TO       OTHER      DEDUC-          BALANCE AT
                             BEGINNING             COSTS AND     ACCOUNTS -    TIONS -          END OF
        DESCRIPTION          OF PERIOD             EXPENSES       DESCRIBE     DESCRIBE         PERIOD
        -----------          ----------            ----------    ----------    --------         ------
<S>                          <C>                   <C>            <C>          <C>            <C>       
Allowance for doubtful 
 accounts - Due from 
 Second Advantage Corp.
 at October 31, 1996         $  -0-                $    194                                   $      194
                              --------              ---------                                  ---------

Valuation allowance
 for marketable
 securities at
 October 31, 1994            $ 11,822              $ (9,813)     $ (2,009)(A)                 $   -0-
                              --------              ---------     --------                     ---------
</TABLE>

(A) Recorded as cumulative  effect of change in accounting  principle on October
31, 1994 when Statement of Financial Accounting Standards No. 115 was adopted.







































                                       25

<PAGE>
<PAGE>



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE.

        Not Applicable.
                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following are the current directors and executive officers of the Company:

<TABLE>
<CAPTION>
Name                         Age    Position(s)
----                         ---    ---------------------
<S>                          <C>    <C>     
William L. Cohen             55     Director
Moses Marx                   61     Director
Steven Rosenberg             48     Vice President; Director
Harold L. Schneider          54     Secretary
Randolph B. Stockwell        50     Director
</TABLE>


        Mr.  Cohen was elected a director in 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 was elected a director in 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.
He also serves as chief administrative officer of the Company. Mr. Rosenberg was
elected a director in 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. Schneider was elected Secretary in April 1990. He has been a partner
in the law firm Tenzer Greenblatt LLP for more than the past five years.

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

        There  are  no  family  relationship  (whether  by  blood,  marriage  or
adoption) among any of the Company's current directors or executive officers.

ITEM 11.       EXECUTIVE COMPENSATION

        The following table sets forth  information as to all cash  compensation
paid  by the  Company  to  each  of its  executive  officers  whose  total  cash
compensation  exceeded $60,000 and to all executive officers of the Company as a
group for  services  while an  executive  officer  during the fiscal  year ended
October 31, 1996.

<TABLE>
<CAPTION>
Name                         Capacity in Which Served                   Cash Compensation
----                         ------------------------                   -----------------
<S>                          <C>                                        <C>    
Steven Rosenberg             Acting President, Vice                     $90,000
                             President and Chief Financial
                             Officer

All executive officers as a group (one person)                          $90,000
</TABLE>







                                       26

<PAGE>
<PAGE>




EMPLOYMENT AGREEMENT

        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
provided 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.  In  addition,  see  "Stock  Option  Plan for
Non-Employee Directors" below.

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 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 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 the Company's  President  terminates on the eighth
anniversary  of its effective  date and the option granted to the Company's Vice
President 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.

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.





                                       27

<PAGE>
<PAGE>



        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.

ITEM 12.       SECURITIES HELD BY MANAGEMENT

        The  following  table sets forth certain  information  as of January 15,
1997 with respect to the beneficial  ownership of the Company's  Common Stock by
(i) each person who is known by the Company to own beneficially  more than 5% of
the Company's Common Stock,  (ii) each of the Company's  directors and executive
officers, and (iii) all executive officers and directors as a group.

<TABLE>
<CAPTION>
                                                    Number of                   Percent
                                                     Shares                     of Class
                                                    ---------                   ---------
<S>                                                     <C>                     <C>  
William Cohen                                           1,000(1)                 *

Moses Marx                                          1,155,620                   53.5%
160 Broadway, New York, NY 10038

Steven Rosenberg                                       30,000(2)                 1.4%

Randolph B. Stockwell                                   1,500(3)                 *

All executive officers and directors
  as a group (4 persons)                            1,188,120(4)                54.2%
</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)  Issuable upon the exercise of  outstanding  options which have been granted
     to Mr. Rosenberg.
(3)  Issuable  upon the  exercise  of  options  which  have been  granted to Mr.
     Stockwell under the Company's Stock Option Plan for Non-Employee Directors.
(4)  Includes 32,500 shares of Common Stock which are issuable upon the exercise
     of outstanding options.

        The foregoing  information  with respect to persons who are known by the
Company to own beneficially  more than 5% of the Company's Common Stock is based
upon filings made by said persons with the Securities and Exchange Commission.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        NOT APPLICABLE


















                                       28

<PAGE>
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                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

        (a) DOCUMENTS FILED AS PART OF THIS REPORT:

        (i)  Financial Statements

          Report of Independent Certified Public Accountants

          Consolidated Balance Sheets as of October 31, 1996 and 1995

          Consolidated  Statements of Operations for the Years Ended October 31,
          1996, 1995 and 1994

          Consolidated  Statements of  Stockholders'  Equity for the Years Ended
          October 31, 1996, 1995 and 1994

          Consolidated  Statements of Cash Flows for the Years Ended October 31,
          1996, 1995 and 1994

        Notes to Consolidated Financial Statements

        (ii)  Financial Statement Schedules

        Schedule
        Number        Description
        --------      -----------

        II.    Valuation and qualifying accounts

        All schedules for which  provision is made in the applicable  accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are not applicable and, therefore, have been omitted.

        (iii)  Exhibits

EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
 3.1     Restated  Certificate of Incorporation of the Company  (incorporated by
         reference to Exhibit 19 to the Company's  Quarterly Report on Form 10-Q
         for the fiscal quarter ended July 31, 1988).
 3.2     Certificate  of  Amendment  of Restated  Certificate  of  Incorporation
         (incorporated  by  reference to Exhibit  3(d) to the  Company's  Annual
         Report on Form 10-K for the fiscal year ended October 31, 1988).
 3.3     Certificate of  Designation,  Preferences and Rights of Series A Junior
         Participating  Preferred  Stock  (incorporated  by reference to Exhibit
         3(b) to the  Company's  Annual  Report on Form 10-K for the fiscal year
         ended October 31, 1987).
 3.4     By-laws of the Company  (incorporated  by  reference to Exhibit 3(e) to
         the Company's Current Report on Form 8-K dated May 2, 1990).
 4.1     Rights  Agreement dated as of January 7, 1988,  between the Company and
         The First National Bank of Boston (incorporated by reference to Exhibit
         4.1 to the Company's Current Report on Form 8-K dated January 7, 1988).
 4.2     Amendment No. 1 to Rights Agreement  effective as of December 20, 1990,
         between the Company and The First National Bank of Boston (incorporated
         by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
         dated January 17, 1991).
 4.3     Amendment No. 2 to Rights Agreement, dated as of April 8, 1992, between
         the Company and  American  Stock  Transfer & Trust  Company,  as Rights
         Agent  (incorporated  by  reference to Exhibit  10.19 to the  Company's
         Current Report on Form 8-K dated April 20, 1992).
 4.4     Amendment  No. 3 to  Rights  Agreement,  dated as of  March  11,  1996,
         between the Company and American  Stock  Transfer & Trust  Company,  as
         Rights Agent (incorporated by reference to Exhibit 4.4 to the Company's
         Current Report on Form 8-K dated March 21, 1996).
 4.5     Amendment  No. 4 to Rights  Agreement,  dated as of  January  6,  1997,
         between the Company and American  Stock  Transfer & Trust  Company,  as
         Rights Agent (incorporated by reference to Exhibit 4.5 to the Company's
         Current Report on Form 8-K dated January 10, 1997).
10.1     Assignment,  Assumption and Indemnification Agreement dated October 25,
         1984  between Cooper Laboratories,  Inc. and the Company  (incorporated
         by  reference to Exhibit 10(h) to the Company's  Registration Statement
         on  Form S-1 (Registration No. 2-97498)).
10.2     Tax Sharing   Agreement  between  the Company and Cooper  Laboratories,
         Inc.  dated  as of October  25,  1984  (incorporated  by  reference  to
         Exhibit   10(j) to the  Company's  Registration  Statement  on Form S-1
         (Registration No. 2-97498)).

                                       29

<PAGE>
<PAGE>



10.3     Joint Amendment dated as of June 14, 1985, to the Tax Sharing Agreement
         between the Company and Cooper  Laboratories,  Inc. dated as of October
         25,  1984  (incorporated  by  reference  to  Exhibit  No.  10.3  to the
         Company's  Quarterly  Report on Form 10-Q for the Fiscal  Quarter Ended
         April 30, 1990).
10.4     1991  Stock Incentive Plan of the Company.  (incorporated  by reference
         to  Exhibit 10.14 to the  Company's  Annual Report on Form 10-K for the
         Fiscal Year Ended October 31, 1991).
10.5     Stock  Incentive  Plan  for  Non-Employee   Directors  of  the  Company
         (incorporated  by reference to Exhibit  10.15 to the  Company's  Annual
         Report on Form 10-K for the Fiscal Year Ended October 31, 1991).
10.6     Registration  Rights Agreement,  dated as of October 31, 1991,  between
         the Company and Momar Corp. (incorporated by reference to Exhibit 10.18
         to the  Company's  Annual Report on Form 10-K for the Fiscal Year Ended
         October 31, 1991).
10.7     Corporate   Assumption  of  Tax  Liability   dated  December  10,  1985
         (incorporated  by reference to Exhibit 10.20 to the  Company's  Current
         Report on Form 8-K dated April 20, 1992).
10.8     Registration  Rights  Agreement,  dated as of August 31,  1993,  by and
         between the Company and Mr.  Moses Marx  (incorporated  by reference to
         Exhibit  10.37 to the Company's  Quarterly  Report on Form 10-Q for the
         Fiscal Quarter Ended July 31, 1993).
10.9     Asset Purchase Agreement, dated as of November 23, 1994, by and between
         The Long Island  Savings Bank,  FSB and Entrust  Financial  Corporation
         (incorporated  by reference to Exhibit 10.38 to the  Company's  Current
         Report on Form 8-K dated December 13, 1994).
10.10    Employment Agreement, dated as of November 1, 1994, between the Company
         and Steven  Rosenberg.  (incorporated  by reference to Exhibit 10.19 to
         the  Company's  Annual  Report on Form 10-K for the  Fiscal  Year Ended
         October 31, 1994).
10.11    Redemption Agreement, dated as of April 19, 1995 (effective as of March
         31, 1995), by and among Second Advantage Mortgage Corporation,  Emanuel
         Nadler, Efraim Nadler,  Greater American Finance Group, Inc., Albert C.
         Kocourek,  James W.  Raker,  H.  Franklin  Green  III and the  Company.
         (incorporated by reference to Exhibit 10.24 to the Company's  Quarterly
         Report on Form 10-Q for the Fiscal Quarter Ended April 30, 1995).
21.      Subsidiaries of the Company.
27.      Financial Data Schedule

        (b)  REPORTS ON FORM 8-K.

        The Company did not file any reports on Form 8-K during the last quarter
of its fiscal year ended October 31, 1996.






























                                       30

<PAGE>
<PAGE>






                                   SIGNATURES

        PURSUANT TO THE  REQUIREMENTS  OF SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE  ACT OF 1934,  THE  COMPANY HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

                                            COOPER LIFE SCIENCES, INC.



                                     BY:    /s/  Steven Rosenberg
                                           -------------------------------------
                                                   STEVEN ROSENBERG
                                        Vice President (Chief Executive Officer)


                                     DATE:     January 27, 1997
                                           -------------------------------------


        PURSUANT TO THE  REQUIREMENTS  OF THE  SECURITIES  EXCHANGE ACT OF 1934,
THIS  REPORT HAS BEEN  SIGNED  BELOW BY THE  FOLLOWING  PERSONS ON BEHALF OF THE
COMPANY AND IN THE CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
        SIGNATURE                           TITLE                              DATE
        ---------                           -----                              ----

<S>                                         <C>                                 <C>
                                            Vice
                                            President (Chief
                                            Executive Officer,
                                            Principal Financial
                                            Officer and Principal
                                            Accounting Officer);
/s/  Steven Rosenberg                       Director                           January 27, 1997
----------------------------------
      STEVEN ROSENBERG


/s/  William Cohen                          Director                           January 27, 1997
----------------------------------
      WILLIAM COHEN


/s/  Moses Marx                             Director                           January 27, 1997
----------------------------------
      MOSES MARX


/s/ Randolph B. Stockwell                   Director                           January 27, 1997
----------------------------------
    RANDOLPH B. STOCKWELL

</TABLE>























                                       31

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