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Correspondence to the SEC

 6140 Stoneridge Mall Road

 Suite 590

 Pleasanton, CA 94588-3237

 925/460-3600

 Fax: 925/460-3649

 May 8, 2006

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 6010

 Washington, DC 20549-6010

Attn:
Mr. Brian Cascio

Accounting Branch Chief

Re:
The Cooper Companies, Inc.

File No 001-08597

Form 10-K for the fiscal year ended October 31, 2005, filed January 17, 2006

 Dear Mr. Cascio:

 The Cooper Companies, Inc. (the Company or Cooper) has responded, as set forth below, to the
comments contained in your letter to Steven M. Neil, the Company’s Chief Financial Officer, dated April 26, 2006. For ease of reference, we have set forth the Staff’s comments and our response for each item.

 Form 10-K for the Fiscal Year Ended October 31, 2005

 Note 2. Acquisitions, page 62

 Acquisition of Ocular, page 62

1.
We note your acquisition of Ocular Sciences, Inc. on January 6, 2005 and that $857.6 million of the purchase price was allocated to goodwill. Please disclose in future
filings the valuation methodologies and significant assumptions used to allocate the purchase price to the acquired assets and liabilities, including goodwill and intangible assets. In addition, please also disclose the factors that contributed to a
purchase price resulting in the recognition of goodwill as required by paragraph 51.b of SFAS 141.

 Response

 We will revise our disclosure in future filings as requested.

 Mr. Brian Cascio

 May 8, 2006

 Page 2

 Accrued Acquisition Costs, page 65

2.
We note your accrued acquisition costs of $11,843,000 and $41,110,000 at October 31, 2004 and 2005, respectively. Please revise future filings to disclose a description of
the major actions that comprise the plan to exit an activity or involuntarily terminate (relocate) employees of the acquired company, activities of the acquired company that will not be continued, including the method of disposition, and the
anticipated date of completion and a description of employee group(s) to be terminated (relocated). Refer to EITF 95-3.

 Response

 We will revise our disclosure in future filings as requested.

 Note 3. Intangible Assets, page 66

3.
Please revise future filings to disclose the changes in the carrying amount of goodwill for each period for which a balance sheet is presented. Refer to paragraph 45 of SFAS 142.

 Response

 We will revise our disclosure in future filings as requested.

 Note 12. Business Segment Information, page 85

4.
Please revise your SFAS 131 disclosure of identifiable assets in future filings to present only long-lived tangible assets. This disclosure should not include goodwill or
intangible assets. Refer to paragraph 38 of SFAS 131 and question 22 in the FASB Staff Implementation Guide to Statement 131.

 Response

 We will revise our disclosure in future filings as requested. Identifiable assets are disclosed to satisfy
the requirements of FAS 131 paragraph 32 where an enterprise shall provide reconciliations of the total of the reportable segments’ assets to the enterprise’s consolidated assets. In future filings, we will continue to provide the
reconciliation of identifiable assets of reporting segments to consolidated assets in order to satisfy FAS 131 paragraph 32, but in accordance with paragraph 38 we will disclose only long-lived tangible assets by geographic area and no longer report
identifiable assets by geographical area.

 Mr. Brian Cascio

 May 8, 2006

 Page 3

 Form 10-K/A Amendment No. 1 for the Fiscal Year Ended October 31, 2005

5.
We note that Amendment No. 1 to Form 10-K includes only the report of your independent registered public accounting firm. Please revise to include the complete text of
Item 8. of your Form 10-K, including the audited financial statements in accordance with Exchange Act Rule 12b-15.

6.
As a related matter, please revise to include the certifications of your principal executive officer and principal financial officer. Refer to Exchange Act Rule 12b-15 and Part
II.A of SEC Release No 33-8124.

 Response

 Amendment No. 1 to Cooper’s Annual Report on Form 10-K for the fiscal year ended October 31, 2005 (the 10-K) amended the 10-K to include a revised report
of its independent registered public accounting firm with respect to its audit of management’s assessment of internal control over financial reporting, not its report with respect to its audit of Cooper’s financial statements.

The 10-K was filed on January 17, 2006. Item 9A “Controls and Procedures” contained Management’s Annual Report on Internal Control Over
Financial Reporting and a cross reference to KPMG LLP’s audit of such assessment in Item 8. Item 8 “Financial Statements and Supplementary Data” contained, in addition to Cooper’s audited Consolidated Financial
Statements and KPMG’s Report of Independent Registered Public Accounting Firm on such statements, KPMG’s Report of Independent Registered Public Accounting Firm (the 404 Report) with respect to its audit of management’s assessment
contained in Management’s Annual Report on Internal Control Over Financial Reporting and, in Exhibit 23, KPMG’s consent to such filing.

 Shortly
following the filing, KPMG contacted management to say that certain language which KPMG intended to include in the 404 Report to meet specific elements required by Auditing Standard No. 2 was missing in the 404 Report provided by KPMG and filed
by the Company and requested that a revised 404 Report be filed. Although the Company believed that, in light of all of the circumstances, the revisions were neither substantive nor material to an investor’s understanding, after discussion the
revised report was filed as an amendment to the 10-K. The full text of such revised report, marked to show the changes from the 404 Report filed with the 10-K, was as follows:

 We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting,
that The Cooper Companies, Inc. did not maintain effective internal control over financial reporting as of October 31, 2005, because of the effect of a material weakness identified in management’s assessment, based on criteria established

 Mr. Brian Cascio

 May 8, 2006

 Page 4

in Internal Control—  –   Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to
express an opinion on management’s assessment and an opinion on the effectiveness of The Cooper Companies, Inc.’s internal control over financial reporting based on our audit.

 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.

 A company’s internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.

 Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

 A material weakness is a control deficiency, or combination of control deficiencies, that results in more
than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The Company identified a following material weakness in the
Company’s internal control over financial reporting has been identified and included in management’s assessment as of October 31, 2005, related to the Company’s accounting for acquisitions. Specifically,
the;: The Company did not have sufficient personnel with adequate knowledge regarding accounting for acquisitions in accordance with generally accepted accounting principles. In addition, the Company did not
have policies and procedures regarding a periodic review of existing accrued liabilities related to business combinations. This material weakness resulted in the restatement of the Company’s previously issued financial statements for the
quarters ended January 31, April 30 and July 31, 2005, to correct errors related to the purchase price allocation and resulting amortization of intangible assets acquired in the Ocular acquisition. In addition, similar errors
were identified in the Company’s October 31, 2005 financial statements prior to the issuance of such financial

 Mr. Brian Cascio

 May 8, 2006

 Page 5

statements. This deficiency results in more than a remote likelihood that a material misstatement of the Company’s annual or interim financial
statements would not be prevented or detected,

 We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the balance sheets as of October 31, 2005 and 2004, and the related consolidated statements of income, cash flows and comprehensive income of The Cooper Companies, Inc. and subsidiaries. This material weakness
was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2005 consolidated financial statements, and this report does not affect our report dated January 17, 2006, which expressed an unqualified
opinion on those consolidated financial statements.

 In our opinion, management’s assessment that The Cooper Companies, Inc. did not
maintain effective internal control over financial reporting as of October 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—  –  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, The
Company has not maintained effective internal control over financial reporting as of October 31, 2005, based on criteria established in Internal Control—   –  Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).

 As described in Management’s Report on Internal Control Over
Financial Reporting, The Company acquired Ocular Sciences, Inc. during 2005 and management has excluded certain divisions of Ocular Sciences Inc. from its assessment of the
effectiveness of the Company’s internal control over financial reporting as of October 31, 2005 because the business was acquired by the Company in a purchase business combination during 2005. Subsequent to the acquisition,
certain divisions of the acquired business were integrated into the Company’s existing systems and internal control over financial reporting. We have excluded certain divisions of Ocular Sciences Inc. from our audit of the Company’s
internal control over financial reporting. The divisions of Ocular Sciences Inc. not integrated into the Company’s existing internal control over financial reporting and excluded from our audit represent, certain divisions of Ocular
Sciences, Inc.’s internal control over financial reporting associated with assets of approximately 11% of consolidated assets, liabilities of approximately 4% of consolidated liabilities and revenues of 26% of consolidated
revenues, included in the consolidated financial statements of The Cooper Companies, Inc. as of and for the year ended October 31, 2005. Our audit of internal control over financial reporting of The Cooper Companies, Inc. also
excluded an evaluation of the internal control over financial reporting of these divisions of Ocular Sciences, Inc.

 As indicated above, the Company
did not believe that the changes in the report contained any new information for investors (although the last three sentences in the fifth paragraph are new, the first two repeat, verbatim, information contained in Management’s Report on
Internal Control Over Financial Reporting in the filed 10-K, and the last reiterates the first statement in the paragraph) and the revisions did not alter KPMG’s opinion on whether management’s assessment of the effectiveness of the
Company’s internal control over financial reporting as of October 31, 2005 was fairly stated, in all material respects, based on the applicable control criteria under the COSO framework.

 Mr. Brian Cascio

 May 8, 2006

 Page 6

 As noted by the Staff, Rule 12b-15 states that “amendments filed pursuant to this section must set forth the
complete text of each item as amended.” This requirement was added by Release Nos. 33-6977, 34-31905, 35-25745, 39-2300, IC-19283 “Electronic Filings—EDGAR System—Interim Rules” (February 23, 1993). The adopting release
explained that this requirement was added to prevent the filing of amendments containing “only revised words or lines,” as permitted prior to 1993. Although we believe that the amendment of a complete disclosure item ordinarily serves the
interest of investor protection by providing the full context for the change being made, we respectfully submit that including the audited financial statements with the amendment in this instance would actually increase confusion among investors
– although the amendment results in no changes whatsoever to the Company’s financial statements, including such statements could, regardless of the disclaimer, have resulted in a perception that something had changed in such information,
and investors did not need to refer to KPMG’s audit report and the company’s financial statements to understand the 404 Report.

 In the case of
the 404 Report, the Item in which such reports are included varies: the reports may appear in either Item 9A or in Item 8 (with a cross-reference in Item 9A). In any event, the 404 Report itself is not directly related to
Cooper’s Item 8 financial statements, in that including in the amendment such financial statements and KPMG’s Report of Independent Registered Public Accounting Finn on such financial statements would in no way enhance a reader’s
understanding of the revised 404 Report.

 Accordingly, Cooper believed that the filing of only the revised 404 Report best satisfied Rule 12b-15’s
underlying purpose of provid