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Correspondence Letter

 November 10, 2009

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3030

 100 F Street N.E.

 Washington, DC 20549

Attn:
Mr. Jay Webb

 Accounting
Reviewer

Re:
The Cooper Companies, Inc.

 Form
10-K for the year ended October 31, 2008

 Filed December 19, 2008

 File No. 001-08597

 Dear
Mr. Webb:

 The Cooper Companies, Inc. (the “Company”) responds, as set forth below, to the comments contained in your letter to
Eugene J. Midlock, the Company’s Chief Financial Officer, dated October 28, 2009. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

 Form 10-K for the year ended October 31, 2008

 Management’s Discussion & Analysis of Financial Condition & Results of Operations - Page 39

 Estimates and Critical Accounting Policies - Page 54

1.
We note your disclosure that goodwill impairment analysis and measurement is a process that requires significant judgment. Regarding your impairment analysis of
goodwill, and in the interest of providing readers with a better insight into management’s judgments into accounting for goodwill and intangible assets, please tell us and consider disclosing the following in future filings:

•

 A qualitative and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based upon
reasonably likely changes.

•

 If applicable, how the assumptions and methodologies used for valuing goodwill in the current year have changed since the prior year
highlighting the impact of any changes.

 Mr. Jay Webb

 November 10, 2009

  Page
 2

 RESPONSE

 The material assumptions used in our goodwill impairment analysis and measurement using the discounted cash flow method were the discount rates and revenue forecasts. Discount rates are based on a
weighted average cost of capital, which represents the average rate a business must pay its providers of debt and equity capital. The discount rates used by the Company in the fiscal 2008 annual goodwill impairment test as of April 30, 2008,
were 8.2% for CooperVision and 9.9% for CooperSurgical. Consistent with prior periods, we used these discount rates as they were a representative weighted average cost of capital for our reporting units with consideration given to the current
condition of the global economy at that time. Management determines revenue forecasts based on our best estimate of near term revenue expectations and long term projections which include review of published independent industry analyst reports and
economic data. The revenue forecasts used in the annual goodwill impairment test for 2008 were consistent with the prior year.

 To test the
sensitivity of our analysis, the Company recomputed the discounted cash flows using the discount rates from our prior year or fiscal 2007 analysis of 11% for CooperVision and 15% for CooperSurgical. The higher discount rate resulted in about a 40%
and 43% lower valuation for CooperVision and CooperSurgical, respectively, but did not change the results of our impairment testing.

 As part
of the disclosure in our Annual Report on Form 10-K referred to above, we discuss that management performed an interim goodwill impairment test as of October 31, 2008. We determined the discount rates using the same methodology with
consideration given to the condition of the global economy at that time. The discount rates used were 12.5% for CooperVision and 13.4% for CooperSurgical with the change due primarily to the tighter credit conditions in our fiscal fourth quarter of
2008. We also adjusted the near term revenue forecasts of each reporting unit with consideration given to the condition of the global economy and the diminished expectations for the U.S. and the global economy. The decrease in projected revenue for
our reporting units resulted in lower cash flow during the projection period which resulted in lower fair values under the discounted cash flow method. The changes to our significant assumptions for the interim impairment test did not change the
results of our annual impairment testing.

 For the interim goodwill impairment test as of October 31, 2008, as a result of the decline in
the price of our common stock to a value below the Company’s per share book value in our fiscal fourth quarter of 2008, management also considered a material assumption to be the premium for control to bridge the fair value of our reporting
units to our market capitalization. The premium for control was based on our review of premiums paid by third parties in comparable recent transactions.

 Mr. Jay Webb

 November 10, 2009

  Page
 3

 We will revise our future disclosures of estimates and critical accounting policies to include
discussion, similar to the above, regarding qualitative and quantitative descriptions of our material assumptions, the sensitivity of those assumptions and changes from the prior year, substantially in the form of the following:

 We performed our annual impairment test in our fiscal third quarter 2009, and our analysis indicated that we had no impairment of goodwill.
The fair value of our reporting units is determined using either the income or the market valuation approach or a combination thereof. Under the income approach, specifically the discounted cash flow method, the fair value of the reporting unit is
based on the present value of estimated future cash flows that the reporting unit is expected to generate over its remaining life. Under the market approach, the value of the reporting unit is based on an analysis that compares the value of the
reporting unit to values of publicly traded companies in similar lines of business.

 In the application of the income and
market valuation approaches, the Company is required to make estimates of future operating trends and judgments on discount rates and other variables. Discount rates are based on a weighted average cost of capital, which represents the average rate
a business must pay its providers of debt and equity capital. We used discount rates which are the representative weighted average cost of capital for each of our reporting units in comparison with guideline companies, with consideration given to
the current condition of the global economy. The discount rates used in the current year are about 200 basis points lower than our prior interim analysis completed as of October 31, 2008 due to changes in credit markets and the current
condition of the U.S. and the global economy. Management determines revenue forecasts based on our best estimate of near term revenue expectations and long term projections which include review of published independent industry analyst reports. The
revenue forecasts used in the annual goodwill impairment test for 2009 were consistent with our prior interim analysis completed as of October 31, 2008. For the current year, management determined that applying equal weight to both our income
and market analyses provided the most reliable indications of fair value of our reporting units.

 In reconciling the combined
fair value of our reporting units to our market capitalization, we used the closing price of our common stock at April 30, 2009, the end of our fiscal second quarter, and we applied a premium for control based on our review of premiums paid by
third parties in comparable recent transactions. We determined an appropriate premium for control by analyzing individual transactions in our markets and selected target companies whose operations were comparable to our two reporting units.
Management will continue to monitor the relationship of Cooper’s market capitalization to both its book value and tangible book value and to evaluate the carrying value of goodwill.

 Mr. Jay Webb

 November 10, 2009

  Page
 4

 Actual future results related to assumed variables could differ from these estimates.
Goodwill impairment analysis and measurement is a process that requires significant judgment. If our common stock price continues to trade below book value per share, there are changes in market conditions or a future downturn in our business, or
the annual goodwill impairment test indicates an impairment of our goodwill, the Company may have to recognize a non-cash impairment of its goodwill that could be material, and could adversely affect our results of operations in the period
recognized and also adversely affect our total assets, stockholders’ equity and financial condition.

 Our methodology for valuing our
reporting units has not changed since we adopted ASC 350. The assumptions used in the fair value calculation may change from year to year, depending upon the circumstances that exist each year. However, the impact of the change of assumptions did
not result in an impairment to goodwill.

2.
In a related matter, we see you indicate “as a result of the decline in the price of our common stock in the fiscal fourth quarter 2008 to a value below your
per share book value, including goodwill, and given the present stock price volatility and uncertainty surrounding the global economy, you performed an interim goodwill impairment test as of October 31, 2008.” Based on the referenced
disclosures as well as the current price of your common stock, it appears to us you may have reporting units that are at risk of failing step one of the impairment test (see FASB ASC 350-20-35-4 to 8). Accordingly, in future filings please consider
providing the following disclosures herein for each reporting unit that is at risk of failing step one of the impairment test:

•

 Percentage by which fair value exceeded carrying value as of the date of the most recent test;

•

 Amount of goodwill allocated to the reporting unit;

•

 Description of the methods and key assumptions used and how the key assumptions were determined;

•

 Discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to
the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

•

 Description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key
assumptions.

 Mr. Jay Webb

 November 10, 2009

  Page
 5

 RESPONSE

 We note your comment that it appears we may have reporting units at risk of failing step one of the impairment test based on disclosures included in our fiscal 2008 annual report on Form 10-K. We
respectfully refer you to our fiscal 2009 Form 10-Q for the quarterly period ended July 31, 2009, where we disclose that we completed our fiscal 2009 annual impairment analysis, as of April 30, 2009, and no impairment of our two reporting
units was indicated. Neither of our reporting units was at risk of failing step one of the impairment test.

 In our fiscal 2009 annual
impairment analysis, the assumptions used in the fair value calculations were consistent with prior analyses and updated for current year information. The impact of changes to the assumptions did not result in an indication of impairment of goodwill
for the current year for our reporting units. Please refer to the above for a discussion of our expanded disclosure for the fiscal 2009 annual report on Form 10-K.

 We will revise our disclosure in future filings as requested if our impairment analysis indicates that a reporting unit is at risk of failing step one of the impairment test.

 Note 1. Summary of Significant Accounting Policies - Page 67

 Business Combinations - Page 69

3.
We note your disclosure that “On individually significant acquisitions, you utilize independent valuation experts to provide a basis in order to refine the
purchase price allocation.” Please describe to us and revise future filings to clarify the nature and extent of the third party appraiser’s involvement and management’s reliance on the work of the independent appraisers. Please refer
to Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm, and which would be applicable to the extent your Form 10-K is
incorporated by reference into any registration statement.

 RESPONSE

 The disclosure referenced above, was not intended to indicate that the independent valuation experts were acting as experts as defined in the Securities Act
of 1933. In accounting for business combinations, management assumes full responsibility for determining the fair value of our assets and liabilities acquired in business combinations, including the fair value of acquired identifiable intangible
assets. In doing so, management considers reports prepared by a third party expert as well as on our understanding of the acquired business and related information. We will revise our disclosure in future filings to discontinue further references to
the utilization of third-party experts and valuation specialists for purposes of clarifying that management has made and is responsible for the final determinations, consistent with Question 141.02 of the Staff’s Compliance and Disclosure
Interpretations.

 Mr. Jay Webb

 November 10, 2009

  Page
 6

 Reclassification - Page 73

4.
We note that you revised your financial position for goodwill and accumulated other comprehensive income from amounts reported in your Consolidated Balance Sheet and
foreign currency translation adjustment in your Consolidated Statement of Comprehensive Income/(Loss) that were included in your previously filed Annual Report on Form 10-K for the fiscal year ended October 31, 2007, and your Quarterly Reports
on Form 10-Q for the periods ended January 31, 2008 and April 30, 2008. Please explain to us in greater detail the nature, facts and circumstances behind this revision. Specifically tell us the dollar amount of the error as of the dates
and periods referenced above and why you were not required to revise your Consolidated Statements of Operations for the referenced periods due to the error. Also, tell us how you complied with the guidance and disclosure requirements of FASB ASC 250
in this filing as a result of the referenced revision. Finally, explain to us how you accounted for the revision and cite the applicable U.S. GAAP that supports your accounting.

 RESPONSE

 In our fiscal third quarter of
2008, management determined that, since acquisition, the goodwill attributable to some acquired foreign entities that was recorded on the intermediary parents’ books was not considered in the Company’s monthly translation process. For
several acquisitions, goodwill was recorded in an acquisition entity that had a U.S. dollar functional currency, while the other assets and liabilities acquired were properly recorded on the acquired entities’ books in that entities’ local
currency (i.e. goodwill had not been “pushed-down” to the foreign subsidiary). The U.S. dollar is the functional and reporting currency for the Company.

 According to ASC 830, goodwill arising from the acquisition of a foreign subsidiary is to be measured in the foreign currency, regardless of whether it is recorded on the parent, intermediary parent or
foreign subsidiary’s books. This implies that goodwill does not avoid foreign currency translation even when recorded in a U.S. functional currency parent or intermediary parent.

 Tabulated below is the impact of the translation of goodwill for the entities whose goodwill had not been translated during each reporting period:

($ in thousands)

Cumulative
FX
Translation

FX
Adjustment

Total Assets

Adjustment as
a Percent of
Total Assets

Total
Goodwill

Adjustment
as a Percent
of Total
Goodwill

Total Equity

Adjustment
as a
Percent of
Total
Equity

7/31/2008

$
29,972

($
5,926
)

$
2,645,554

-0.2
%

$
1,256,204

-0.5
%

$
1,466,632

-0.4
%

4/30/2008

30,351

(5,547
)

2,629,658

-0.2
%

1,256,949

-0.4
%

1,433,706