SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

June 27, 2011
 Via E-mail

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 ending January 31, 2011
Filed March 4, 2011 Form 10-Q for the quarterly period ending April 30, 2011
Filed June 3, 2011 File No. 001-08597

Dear Mr. Midlock:
 We have reviewed your response dated June 22, 2011 and related filings and have
the following comments.  In some of our co mments, we may ask you to provide us with
information 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. June 27, 2011 Page 2
 Form 10-K for the Fiscal Year Ended October 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 1. We acknowledge your response to prior comm ent 3.  We see that substantially all
of your cash as of December 31, 2010 was he ld by foreign subsidiaries and not
available to fund domestic operations wit hout a potential tax impact.  We also
note the decreasing amount of funds availabl e under your revolving line of credit.
Please further explain how you conclude d that providing enhanced liquidity
disclosures to discuss the amount of cas h, cash equivalents and investments held
by foreign subsidiaries that would be subj ect to a potential tax impact associated
with the repatriation of undistributed ear nings on foreign subsidiaries was not
material.  We refer you to Item 303(a)(1 ) of Regulation S-K and Section IV of
SEC Release 33-8350.

2. As a related matter, we refer to your di sclosure that “the company expects to
utilize its cash and cash equivalents… to fund future operations”.  Please explain
this disclosure in light of  the fact that substantiall y all of your cash was held by
foreign subsidiaries.

Form 10-Q for the quarterly period ending January 31, 2011

 Financial Statements, page 3

 Note 2.  Acquisition and Rest ructuring Costs, page 9

 3. Further to your response to  prior comment 5, while we understand that settling an
unfavorable agreement is beneficial to th e company, we would still expect that to
have settled the unfavorable contract with the target company, you would have
incurred a loss through a required payment to the target.  Please further explain
how you applied 805-10-55-20-21.
 Form 10-Q for the quarterly period ending April 30, 2011

 Financial Statements, page 3

 Note 6.  Income Taxes, page 12

 4. We refer to your response to comment 6.  In future filings please provide a brief
summary describing the decreasing effec tive tax rate trend, similar to your
response, or tell us why you believe this information is not required.

Mr. Eugene J. Midlock
The Cooper Companies, Inc. June 27, 2011 Page 3
 Note 13.  Contingencies, page 23

 5. We acknowledge your response to comment 7.  With respect to reasonably
possible loss contingencies, in future  filings please provi de any disclosures
required by ASC 450-20-50 and SAB Topic 5-Y, such as an estimate of the range
of loss or a statement that such an estimate cannot be made.

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