SecProbe.io

Mail Stop 6010

        June 14, 2006

Via U.S. Mail and Facsimile

Mr. Steven M. Neil
Chief Financial Officer, Vice President and Treasurer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588

Re: The Cooper Companies, Inc.
 Form 10-K for Fiscal Year Ended October 31, 2005
Filed January 17, 2006
 Response Letter dated May 8, 2006
File No. 001-08597

Dear Mr. Neil:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  Where indicated, we
think you should revise your docum ent in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Steven M. Neil
The Cooper Companies, Inc.
June 14, 2006 Page 2
Form 10-K For the Fiscal Year Ended October 31, 2005

1. Please file your response letter dated May 8, 2006 and all future correspondence
on EDGAR.

Form 10-K/A Amendment No. 1 For th e Fiscal Year Ended October 31, 2005

2. We note your response to prior comment fi ve and reissue our comment.  Please
revise to include the complete text of  the item number you are filing under in
accordance with Exchange Act Rule 12b-15 and Regulation S-X.  In addition, to
avoid investor confusion you may include an explanatory note in your amendment
explaining the reason for the amendmen t and any changes included in the
amendment.

3. We note your response to prior comment si x in which you state “if the financials
are not filed with the amendment, then no certifications are requi red to be filed.”
Please revise to include the certificati ons of your principal executive officer and
principal financial officer.  Refer to Ex change Act Rule 12b-15 which states “an
amendment to any report required to incl ude the certifications as specified in
§240.13a-14(a) or §240.15d-14(a) must in clude new certifications by each
principal executive and principal financia l officer of the registrant, and an
amendment to any report required to be accompanied by the certifications as
specified in §240.13a-14(b) or §240.15d-14( b) must be accompanied by new
certifications by each principal executive and principal financial officer of the registrant.”

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
When sending supplemental information rega rding this filing, please include the
following ZIP+4 code in our address: 20549-6010.  Please under stand that we may have
additional comments after reviewing your amendment and responses to our comments.

 You may contact Lynn Dicker at (202)  551-3616 or me at (202) 551-3676 if you
have questions regarding comments on the fina ncial statements and related matters.  In
this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at
(202) 551-3671.

Sincerely,

Brian Cascio
Accounting Branch Chief