SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

May 31, 2011
 Mr. Eugene J. Midlock Senior Vice President and Chief Financial Officer The Cooper Companies, Inc. 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA  94588
Re: The Cooper Companies, Inc.
 Form 10-K for the fiscal year ended October 31, 2010
Filed December 17, 2010 Form 10-Q for the Quarterly Period Ended January 31, 2011 File No. 001-08597

Dear Mr. Midlock:
 We have reviewed your filings and have the following comments.
We have
limited our review to only your financial statements and related disclosures and do not intend
to expand our review to other portions of your documents.  In some of our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 2  Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Outlook, page 37

1. We refer to your disclosure in the se cond paragraph of page 38 that you have
adequate resources to fund future operati ons. Please tell us how your disclosure
considered Instruction 5 of paragraph 303(A) of Regulation S-K which requires a
company to discuss liquidity on both a long- term and short-term basis.  Further,
under FRR 501.03.a, short-term liquidity ge nerally covers cash needs up to 12
months into the future whereas the di scussion of long-term  liquidity and long-
term capital resources must address material capital expenditures, significant balloon payments or other payments due on long-term obligations, and other demands or commitments, including any o ff-balance sheet items, to be incurred
beyond the next 12 months, as well as th e proposed sources of  funding required to
satisfy such obligations.
 CVI Net Sales by Region, page 40

 2. We see you recorded $10.1 million of out -of-period adjustments in the first
quarter of 2010 related to under-accrued rebates in 2009.  We also see you
recorded out-of-period adjustments in fiscal 2009 of approximately $3.6 million
that related to prior years.  Please prov ide us with your analysis of whether the
adjustments represented errors under AS C 250-10 or whether the adjustments
were a change in accounting estimat e.  Please explai n your reasoning.
 Restructuring Costs, page 43

 3. We see that you have implemented rest ructuring plans in both 2010 and 2009.
Please tell us how you considered the di sclosure requirement of SAB Topic 5.P
including disclosing the impact on headc ount and quantifying and describing the
expected cost savings fr om restructuring plans.

Capital Resources and Liquidity, page 48

4. We note that your discussion of cash fl ows from operating activities reflects
certain key performance indicators.  The discussion of cash flows from operating
activities should also describe the primar y drivers of and other material factors
necessary to convey an unde rstanding of cash flows, de scribe the indicative value
of historical cash flows, and describe the underlying business reasons for changes
in operating cash flows from period-to-peri od.  In future filings, you may consider
items such as the impact of restructuri ng, litigation settlement s, introduction of
new products and business acquisitions.  Please appropriately revise in future
filings.  For guidance please refer to the Securities Act Release 33-8350,

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 3
Interpretation: Commission Guidance Re garding Management's Discussion and
Analysis of Financial Conditi on and Results of Operations.
 5. In future filings, please disclose the amounts available under your revolving credit
facilities.
 6. If applicable, please disclose material covenants for your borrowings and whether
you are in compliance with the covenants.  Refer to subsection C of Section IV of
Securities Act Release 33-8350, Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Conditio n and Results of
Operations.
 7. Please tell us your consideration of provi ding enhanced liquidity disclosures to
discuss the amount of cash, cash equivale nts and investments held by foreign
subsidiaries that would be subject to a potential tax im pact associated with the
repatriation of undistributed earnings on fo reign subsidiaries to illustrate that
some investments are not presently availa ble to fund domestic operations such as
corporate expenditures or acquisitions without paying a sign ificant amount of
taxes upon their repatriation.  We refer you to Item 303(a)(1) of Regulation S-K
and Section IV of SEC Release 33-8350.

Consolidated Financial Statements

 Note 1.  Summary of Significan t Accounting Policies, page 64

 Estimates and Critical Accounting Policies, page 64

 8. Please tell us the signific ant terms of each of your cu stomer incentive programs
including cash discounts, promotiona l and advertising allowances, volume
discounts, contractual pricing allowances , rebates and specifically established
customer product return programs.
 9. Please tell us how you account for and meas ure each of these programs.  Tell us
the amount and reasons for any adjustments recorded in the periods presented and
your subsequent interim periods for u nder or over accruals for the customer
incentives.  Discuss how any adjustme nts have impacted the analysis and
accounting for the programs and th e related revenue recognition.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 4  Note 5.  Income Taxes, page 75

 10. We refer to your disclosure on page 79 related to the impact on your financial
position of the proposed IRS adjustments.   Please tell us the impact on your
results of operation and cash flows and w hy you did not include this information
in your disclosures.
 11. Please tell us the types of events that  would cause your temporary difference for
undistributed earnings of foreign subsidia ries to become taxable and the amount
of the unrecognized deferred tax liabili ty for the temporary difference if
determination of that liab ility is practicable.  Pl ease also tell us how you
considered the disclosures required by ASC 740-30-50-2.
Note 11.  Employee Benefits, page 99

 12. We refer to the table of assumptions included on page 101.  We note your
expected rate of return on plan assets at the end of the year and for determining
net periodic pension cost range from 8.5%  to 9.0% for the periods presented.
Please tell us how this rate compares to  your historical retu rns and provide the
returns for the medium-to-large-sized defi ned benefit pension funds with similar
asset allocations you described.

13. We refer to your disclosure on page 103 regarding observable Level 2 inputs.
Please tell us about your “individual fund procedures” and how liquidity
restrictions and fund status  impacted your valuations.
 14. In a related matter, we see your disclosure  related to Level 3 assets followed by
the fair value determination description of real estate funds.  Please tell us if the
real estate funds were eval uated using Level 3 inputs, a nd if so, why they are not
reflected as a Level 3 asse t in the table on page 102.
 Note 12.  Commitments and Contingencies, page 104

 15. We note the disclosure that by “describ ing any particular matter, the Company
does not intend to imply that it or its legal advisors have  concluded or believe that
the outcome of any of those particular matters  is or is not likely to have a material
adverse impact upon the Company’s consolid ated financial position, cash flows or
results of operations.”  Please tell us why you included this disclosure and your
consideration of the disclosu res required by ASC 450-20-50.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 5  16. We note that you recorded a legal settlem ent of $27 million in  the quarter ending
April 30, 2010.  Please respond to the following:

• In your October 31, 2009 Form 10-K and January 31, 2010 Form 10-Q,
we noted no disclosure of an estimate of the possible loss or range of loss
nor a statement that such an estimate  cannot be made.  Please explain how
you evaluated your disclosure obligations under ASC 450-20-50,
including paragraph 50-4 .
• Please explain the triggering events that caused you to record the accrual
in the quarter ending April 30, 2010.

Item 9A.  Controls a nd Procedures, page 117

 Evaluation of Disclosure Cont rols and Procedures, page 117

 17. Your current disclosure appears to qua lify the conclusion required by Item 307 of
Regulation S-K which require s the company to disclose the conclusions of the
company’s principal executive and princi pal financial officers, or persons
performing similar functions, regarding th e effectiveness of the registrant's
disclosure controls and procedures as of the end of the period covered by the
report.  That is, the company should disclo se whether the disclosure controls and
procedures are or are not effective.  Pleas e revise future filings to comply with
Item 307 of Regulation S-K.
Form 10-Q for the quarterly period ending January 31, 2011

 Financial Statements, page 3

 Note 2.  Acquisition and Rest ructuring Costs, page 9

 18. Please show us how you determined the am ount of the gain on  the settlement of
your preexisting relationship with Aime of  $6.1 million.  Relate the calculation to
the accounting literature relied upon.  Refer to ASC 805-10-25-20 through 25-21
(formerly paragraphs 57 – 58 of SFAS 141R).
 Note 13.  Contingencies, page 25

 19. We refer to your disclosure that the resu lts of contingencies “cannot be predicted
with certainty”.  In that regard, FASB ASC 450-20 does not require that
contingencies be certain for accounting or  disclosure purposes.  Please explain
why you included this disclosure and how it factored into the company’s
assessments of its liabilities for these contingencies.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. May 31, 2011 Page 6
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Leigh Ann Schultz at (202) 551-3628 or Kate Tillan, Assistant
Chief Accountant, at (202) 551-3604 if you ha ve questions regarding these comments.
You may also contact me at (202) 551-3671 with any other questions.

Sincerely,

/s/ Kate Tillan
   for
 Martin James Senior Assistant Chief Accountant