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

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~The ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest~~1934 ~~event reported): October 29, 2003~~

~~Ocular~~Date ~~Sciences,~~of ~~Inc.~~ Report (Date of earliest event reported)

October 18, 2004

OCULAR SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

Delaware

0-22623

94-2985696

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(State or other jurisdiction of incorporation)


1855 Gateway Boulevard, Suite 700, Concord, California		94520
(Address of principal executive offices)		(Zip Code)

0-22623		94-2985696
(Commission File Number)		(IRS Employer Identification No.)
1855 GATEWAY BOULEVARD, SUITE 700, CONCORD, CALIFORNIA		94520
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(925) 969-7000 ~~(Registrant’s telephone number, including area code)~~

Not applicable (Former name or former address, if changed since last report)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Item 7:~~x ~~Financial~~Written ~~Statements~~communications ~~and~~pursuant ~~Exhibits~~to Rule 425 under the Securities Act (17 CFR 230. 425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry Into a Material Definitive Agreement.

On October 18, 2004, the parties to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 28, 2004, by and among The Cooper Companies, Inc., a Delaware corporation (“Parent”), TCC Acquisition Corp., a Delaware corporation and wholly owned subisidiary of Parent (“Merger Sub”), and Ocular Sciences, Inc., a Delaware corporation (“Ocular”), entered into that certain Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”). The Amendment revises provisions relating to the termination fee payable by Parent or Ocular in certain circumstances under the Merger Agreement, to change the amount of such fee from $35 million to $30.8 million. A copy of the Amendment is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as an exhibit to this report, and to the Merger Agreement, which is filed as Exhibit 2.1 to Ocular’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2004 and incorporated by reference herein. Ocular cannot assure you that the transactions contemplated by the Merger Agreement and the Amendment will be consummated.

ITEM 9.01. Financial Statements and Exhibits.

Exhibit No.		~~Document~~Description
99.1		Press release issued by Ocular Sciences, Inc. on October 29, 2003, entitled “Ocular Sciences Reports Solid Third Quarter Results.” *
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of October 18, 2004, by and among The Cooper Companies, Inc., TCC Acquisition Corp. and Ocular Sciences, Inc.
		*This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 12:Results of Operations and Financial Condition.

On July 30, 2003, Ocular Sciences, Inc. (the “Company”) announced its results of operations and financial condition as of and for the third quarter ended September 30, 2003 in a press release that is attached hereto as Exhibit 99.1.

The information in this Report, including the Exhibit 99.1 attached hereto, is furnished pursuant to Items 9 and 12 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

The Company’s earnings release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Adjusted operating income, net income and earnings per share data, and free cash flow data, is presented in the earnings release. The operating income, net income and earnings per share data is adjusted to exclude restructuring and related charges that impacted the Company’s results of operations. Specifically, the Company has excluded restructuring and related charges associated with the manufacturing transition program announced in December 2002 that the Company expects to complete in 2004. The Company’s management uses this information excluding these charges in evaluating results of the continuing operations of the Company and believes that this information provides investors with valuable insight into the underlying results of operations of the Company and facilitates comparison between the Company and other companies. The Company also believes that the use of a free cash flow measure is appropriate information because it provides investors and others with a measure of cash generated by the Company which could be available to fund on going operations, repay creditors and generate returns to shareholders.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OCULAR SCIENCES, INC.
Date: October 29, 2003	By:	/s/ Steven Neil
		Steven Neil
		Chief Financial Officer


OCULAR SCIENCES, INC.

By		/s/ Steven M. Neil
		Steven M. Neil
		Executive Vice President,
		Chief Financial Officer and Secretary

3Dated: October 18, 2004

~~Exhibit Index~~ EXHIBIT INDEX

Exhibit No.		~~Document~~Description
99.1		Press release issued by Ocular Sciences, Inc. on October 29, 2003, entitled “Ocular Sciences Reports Solid Third Quarter Results.” *
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of October 18, 2004, by and among The Cooper Companies, Inc., TCC Acquisition Corp. and Ocular Sciences, Inc.
		*This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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