Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
GRANT WILLIAM R
  2. Issuer Name and Ticker or Trading Symbol
OCULAR SCIENCES INC /DE/ [OCLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1855 GATEWAY BOULEVARD, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
01/06/2005
(Street)

CONCORD, CA 94520
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/06/2005   D   128,239 D $ 0 (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $ 16.5 01/06/2005   D     30,000   (2)(10) 08/04/2007 Common Stock 30,000 $ 56.01 (10) 0 (2) (10) D  
Director Stock Option (right to buy) $ 28.75 01/06/2005   D     15,000   (3)(10) 08/04/2008 Common Stock 15,000 $ 43.76 (10) 0 (3) (10) D  
Director Stock Option (right to buy) $ 19.38 01/06/2005   D     15,000   (4)(10) 08/04/2009 Common Stock 15,000 (10) $ 53.13 (10) 0 (4) (10) D  
Director Stock Option (right to buy) $ 11.94 01/06/2005   D     15,000   (5)(10) 08/04/2010 Common Stock 15,000 $ 60.57 (10) 0 (5) (10) D  
Director Stock Option (right to buy) $ 21 01/06/2005   D     15,000   (6)(10) 08/01/2011 Common Stock 15,000 $ 51.51 (10) 0 (6) (10) D  
Director Stock Option (right to buy) $ 25.13 01/06/2005   D     15,000   (7)(10) 08/12/2012 Common Stock 15,000 $ 47.38 (10) 0 (7) (10) D  
Director Stock Option (right to buy) $ 20.32 01/06/2005   D     10,000   (8)(10) 08/01/2013 Common Stock 10,000 $ 52.19 (10) 0 (8) (10) D  
Director Stock Option (right to buy) $ 44.79 01/06/2005   D     10,000   (9)(10) 08/02/2014 Common Stock 10,000 $ 27.72 (10) 0 (9) (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRANT WILLIAM R
1855 GATEWAY BOULEVARD
SUITE 700
CONCORD, CA 94520
  X      

Signatures

 Greg Zimmerman, Attorney-In-Fact   01/10/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to Merger Agreement among The Cooper Companies, Inc. ("Cooper"), TCC Acquisition Corp. and issuer ("Merger Agreement") in exchange for (i)49,743 shares of Cooper Common Stock, having a market value of $72.51 per share, and (ii)$2,821,258 cash, on the effective date of the merger.
(2) Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 1997 was accelerated and canceled in exchange for $442,750.20 and 7,806 shares of Cooper common stock, having a market value of $72.51 per share.
(3) Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 1998, was accelerated and canceled in exchange for $140,729.34 and 2,481 shares of Cooper common stock, having a market value of $72.51 per share.
(4) Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 1999, was accelerated and canceled in exchange for $202,448.04 and 3,569 shares of Cooper common stock, having a market value of $72.51 per share.
(5) Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2000, was accelerated and canceled in exchange for $251,411.53 and 4,432 shares of Cooper common stock, having a market value of $72.51 per share.
(6) Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2001, was accelerated and canceled in exchange for $191,750.13 and 3,380 shares of Cooper common stock, having a marekt value of $72.51 per share.
(7) Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2002, was accelerated and canceled in exchange for $164,560.99 and 2,901 shares of Cooper common stock, having a market value of $72.51 per share.
(8) Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2003, was accelerated and canceled in exchange for $130,817.86 and 2,306 shares of Cooper common stock, having a market value of $72.51 per share.
(9) Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2004 was accelerated and canceled in exchange for $23,421.85 and 412 shares of Cooper common stock, having a market value of $72.51 per share.
(10) This combination of cash and Cooper common stock represents the per share value of the merger consideration ($72.51 per share) minus the exercise price of the option, multiplied by the number of shares of issuer common stock subject to such option.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.