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Correspondence Letter

 June 10, 2011

 United States Securities and Exchange Commission

 Division of Corporation Finance

Washington, DC 20549

Attn:
Mr. Martin James

Senior Assistant Chief Accountant

Re:
The Cooper Companies, Inc.

Form 10-K for the 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. James:

 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 May 31, 2011. 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, 2010

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

 Outlook, Page 37

1.
We refer to your disclosure in the second paragraph of page 38 that you have adequate resources to fund future operations. 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 generally covers cash needs up to 12 months into
the future whereas the discussion 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 off-balance sheet items, to be incurred beyond the next 12 months, as well as the proposed sources of funding required to satisfy such obligations.

 RESPONSE

 The Company believes that its cash flows provided by operating activities and by
its recent debt refinancing will be sufficient to meet its operating requirements, contractual obligations and

 Securities and Exchange Commission

 June 10, 2011

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commitments for the twelve month period (short-term) and beyond the next twelve months (long-term) measured from the date of the filing of its Annual Report on Form 10-K for the fiscal year ended
October 31, 2010. The Company’s use of the words “future operations” was intended to convey to the reader that the Company expects future cash flows to be adequate to cover both short-term and long-term cash requirements.

 In arriving at this conclusion, the Company considered the following factors which we disclosed in the Form 10-K:

1.
Positive operating cash flows as reported on the Consolidated Statements of Cash Flows and discussed in “Capital Resources and Liquidity” in Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

2.
Contractual obligations (long-term debt, interest payments and operating leases), commercial commitments including future benefit payments for pension plans, short-term
debt and hedges as also discussed and disclosed in “Capital Resources and Liquidity” and Note 6. Debt, Note 7. Financial Instruments, Note 11. Employee Benefits and Note 12. Commitments and Contingencies.

 The Company thus reviewed and analyzed the material cash flow trends, commitments, demands and uncertainties affecting its
sources of cash flow, anticipated cash requirements and capital expenditures over the short- and long-term and concluded that it would be able to meet its operating cash needs, contractual obligations and commitments.

In response to the Staff’s comment, the Company will enhance its disclosure in future filings to discuss liquidity on both a short-term and a
long-term basis in line with the requirements of Instruction 5 of paragraph 303(A) of Regulation S-K.

 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 provide us with your analysis of whether the adjustments represented errors under ASC 250-10 or whether the adjustments were a change in
accounting estimate. Please explain your reasoning.

 RESPONSE

As noted in the Staff’s comment, during the fiscal first quarter of 2010, the Company identified and corrected errors related to rebate programs that
reduced net sales by $10.1 million for the period. The Company recorded entries to correct for the under-accrual of various rebate programs that related to prior periods. The Company confirms to the Staff that this adjustment arose from an error in
recognition and measurement in the financial statements resulting from mathematical mistakes, mistakes in the application of generally accepted accounting principles and oversight of facts that existed at the time the financial statements were
prepared.

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 The Company performed a review of the rebate and incentive accrual processes and noted several factors
including the use of inadequate redemption rates, a deficient methodology related to accounting for earned rebates not yet redeemed and insufficient review processes. While we concluded that deficiencies in our internal controls existed, we
determined that compensating controls designed to detect material errors were operating effectively.

 After review of the impact of the errors
in the prior fiscal years, the Company concluded that the effects of the out-of-period adjustment was not quantitatively material to any previously issued consolidated financial statements, to the fiscal first quarter of 2010 or to projected
full-year 2010 financial results. The Company also reviewed the magnitude of the out-of-period adjustment on a cumulative basis and correction of the errors in the fiscal first quarter of 2010 and concluded that the adjustment was not material based
on the dollar value, percentage of net income or impact on earnings per share.

 In addition to these quantitative factors, the Company also
considered the total mix of information relating to the errors for each individual reporting period and on a cumulative basis, including each of the qualitative factors indicated in SAB 99. Specifically, the Company determined that the errors did
not mask a change in earnings or other trends; did not hide a failure to meet analysts’ expectations; did not change a loss into profit or vice versa; did not have an effect of increasing management compensation; did not affect compliance with
loan covenants, contracts, or regulatory requirements; and did not involve concealment of an unlawful transaction.

 The Company therefore
determined that the misstatement and the correction do not meet the concept of materiality as described in Statement of Financial Accounting Concepts No. 2: “The omission or misstatement of an item in a financial report is material if, in
the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

 The Company respectfully submits that neither SAB 108 nor ASC 250 provides specific guidance regarding the process of correcting and
disclosing an error which is immaterial to both the current period and the prior comparative periods presented. SAB 108 states that “[c]orrecting prior year financial statements for immaterial errors would not require previously filed reports
to be amended. Such correction may be made the next time the registrant files the prior year financial statements.” The Company has not found guidance in the applicable literature specifically governing how to label corrections of immaterial
errors in prior year financial statements.

 The Company also considered, The Center for Audit Quality, AICPA, FAQ regarding disclosure of
immaterial corrections and noted that registrants should use judgment in deciding how much detail disclosure is necessary for immaterial corrections.

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 On the basis of these considerations, and our evaluations of materiality under SAB 99 and SAB 108, the
Company concluded that the errors were not quantitatively and qualitatively material for each individual reporting period and on a cumulative basis, and that an appropriate method for correcting these immaterial errors was to record a correction in
the Company’s fiscal first quarter of 2010 financial statements and to provide disclosure.

 With respect to the fiscal 2009 adjustment of
approximately $3.6 million, the Company identified and corrected several unrelated immaterial errors that impacted cost of sales for the period and resulted in a net decrease to net income of $3.6 million. For a comprehensive discussion, we
respectfully refer you to the Company’s response to comment No. 5 in our response to the Staff dated November 10, 2009.

Restructuring Costs, Page 43

3.
We see that you have implemented restructuring plans in both 2010 and 2009. Please tell us how you considered the disclosure requirement of SAB Topic 5.P including
disclosing the impact on headcount and quantifying and describing the expected cost savings from restructuring plans.

RESPONSE

 In determining the disclosures
referenced above, the Company reviewed the accounting guidance related to exit and restructuring activities and related disclosure guidance including SAB Topic 5.P3 and 5.P4. In the disclosures, the Company discussed the events and decisions which
gave rise to each restructuring plan, identified the periods in which the cash outlays were anticipated, the expected completion dates of each significant component and the income statement line items that were impacted. The Company discussed the
likely effects of management’s plans on its financial position, operating results and liquidity where the Company deemed a material effect was likely to occur.

 With respect to the 2009 CooperVision Manufacturing restructuring plan, the Company disclosed the headcount reduction of approximately 480 direct manufacturing employees. The Company did not provide a
quantitative discussion of the expected effects on future earnings and cash flows because the Company determined that the expected amount of future savings would not be material to known or expected future trends in operating performance. The
Company estimated that there would be no savings in fiscal 2010, savings of approximately $7.5 million in fiscal 2011and that future savings would be approximately $15 million per year on an annualized basis thereafter. This compares to fiscal 2010
cost of sales of $482 million and forecasted annualized fiscal 2011 cost of sales of $480 million.

 With respect to the Critical Activity
restructuring plan that was initiated in the fiscal first quarter of 2009, the Company disclosed the events and decisions which gave rise to the restructuring and identified the periods in which the cash outlays were anticipated. This restructuring
plan focused on streamlining work processes and reducing headcount across business functions and geographic regions. The Company did not provide a quantitative discussion of the expected cash savings because the Company determined that the amount of
future savings would not be material to any income statement line items or known or expected future trends in operating performance.

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 Capital Resources and Liquidity, Page 48

4.
We note that your discussion of cash flows from operating activities reflects certain key performance indicators. The discussion of cash flows from operating
activities should also describe the primary drivers of and other material factors necessary to convey an understanding of cash flows, describe the indicative value of historical cash flows, and describe the underlying business reasons for changes in
operating cash flows from period-to-period. In future filings, you may consider items such as the impact of restructuring, litigation settlements, introduction of new products and business acquisitions. Please appropriately revise in future filings.
For guidance please refer to the Securities Act Release 33-8350, Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RESPONSE

 The Company will revise future
filings to include additional discussion of the primary drivers of and other material factors necessary to convey an understanding of operating cash flows, describe the indicative value of historical cash flows and describe the underlying business
reasons for changes in operating cash flows from period-to-period.

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 Condition and Results of Operations.

 RESPONSE

 In response to comments No. 5 and No. 6, in prior annual and quarterly
filings, this information was disclosed in the Company’s Notes to Consolidated Financial Statements under “Debt.” In the Company’s Quarterly Report on Form 10-Q for the fiscal second quarter ended April 30, 2011 that was
filed on June 4, 2011, the Company revised its discussion of Capital Resources and Liquidity in its Management’s Discussion and Analysis of Financial Condition and Results of Operations to include the disclosure of the amounts available
under its revolving credit facilities together with a description and the status of the related material covenants.

 In future filings, the
Company intends to continue to include disclosure in substantially the same form in both its discussion of financing cash flows under Capital Resources and Liquidity and in the discussion of debt in its Notes to Consolidated Financial Statements.

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7.
Please tell us your consideration of providing enhanced liquidity disclosures to discuss the amount of cash, cash equivalents and investments held by foreign
subsidiaries that would be subject to a potential tax impact associated with the repatriation of undistributed earnings on foreign subsidiaries to illustrate that some investments are not presently available to fund domestic operations such as
corporate expenditures or acquisitions without paying a significant 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.

RESPONSE

 In response to the
Staff’s comment requesting enhanced liquidity disclosure discussing the amount of cash, cash equivalents and investments held by foreign subsidiaries, the Company respectfully directs the Staff to the Company’s consolidated balance sheets
and cash flows which reflect low amounts of cash and cash equivalents. The Company believes that it has adequate cash resources stemming from United States operations to fund domestic operations such as corporate expenditures or acquisitions without
having to repatriate foreign undistributed earnings. Further, as disclosed in Note 6. Debt, the Company had $397.1 million available on its domestic revolving credit facility.

 With respect to the repatriation of undistributed earnings, the Company disclosed in Note 5. Income Taxes that the “…Company intends to reinvest this amount outside the U.S.
indefinitely.” The Company believes that its decision to permanently invest undistributed earnings did not have an adverse impact on its liquidity or ability to fund operating activities at year-end.

However, in future filings, the Company confirms that it will more specifically state the