SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

       January 31 , 2013

Via E -mail
Mr. Greg Matz
Vice Presi dent 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 fis cal year ended October 31, 2012
  Filed December 20, 2012
  File No. 001 -08597

Dear Mr. Matz :

We have reviewed your filing and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten busine ss 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 circumstances , please tell us why in
your response.

After reviewing the information you pr ovide in response to these comments, we
may have additional comments.

Form 10 -K for the Fiscal Year Ended October 31, 2012

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Provision for Income Taxes, page 4 8

1. We note the quantitative significance to your operating results of the benefit from
foreign income taxed at other than U.S. rates as disclosed on the income tax
provision reconciliation on page 80.  We also see the low effective tax rate on
your foreign  earnings from the tabular disclosure on page 79.  In light of the
significant impact of lower taxes on foreign earnings to your operating results, in

Greg Matz
The Cooper Companies, Inc.
January 31,  2013
Page 2

 future filings please consider describing in MD&A the relationship between
foreign pre -tax income and the  foreign effective tax rate in greater detail.  It
appears as though separately discussing the foreign effective income tax rate is
important information material to an understanding of your results of operations.
We refer you to Item 303(a)(3)(i) of Regul ation S -K and Section III.B of SEC
Release 33 -8350.  Tell us how you intend on applying this comment.

Item 8.  Financial Statements

Note 9. Employee Benefits, page 89

2. We see that you have a substantial presence outside of the United States,
including s ignificant manufacturing presence in the United Kingdom and Puerto
Rico.  Accordingly, please tell us why this footnote does not include discussion of
benefit arrangements for employees outside of the United States.

3. We see the significant impact that chan ges in assumptions had on the funded
status of your defined benefit pension plan in 2012.  Please describe to us your
consideration of whether you should present critical accounting estimates
disclosure in MD&A with respect to the defined benefit pension p lan.

 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 Exchange Act rules require.  Since the compa ny
and its management are in possession of all facts 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 provide 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 comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Greg Matz
The Cooper Companies, Inc.
January 31,  2013
Page 3

 You may contact Praveen Kartholy at (202) 551 -3778 or Gary Todd at (202) 551 -
3605 if you have questions regarding comments on the financial statements and related
matters. Please contact Louis Rambo at (202) 551 -3289  or Tim Buchmiller at (202) 551 -
3635  with any other questions  regarding our comments .  You may also  contact Brian
Cascio, Accounting Branch Chief, at (202) 551 -3676 with any other questions.

Sincerely,

/s/Gary Todd for

Brian Cascio
Accounting Branch Chief