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SEC Correspondence

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 July 25, 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-Q for the Quarterly Period Ended January 31, 2011

 Filed March 4, 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 July 19, 2011. For ease of reference, we have set forth the Staff’s comments and our response for each item below.

The Company has requested confidential treatment with respect to certain portions of this response pursuant to Rule 83 of the Securities and Exchange
Commission’s (the “Commission”) Rules on Information and Requests, 17 C.F.R. § 200.83. The specific portions of the response for which the Company seeks confidential treatment have been omitted from the copy of the response
electronically filed with the Commission, as indicated by [* * *], and have been filed separately with the Commission. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with
the confidential treatment request.

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

Financial Statements, page 3

Note 2. Acquisition and Restructuring Costs, page 9

1.
We note your response to our prior comment 3. However, it appears that correcting the error in the period in which it originated would be quantitatively significant
to that period. Given that fact, please provide us with the detailed SAB 99 and SAB 108 analysis supporting your conclusion that the correction of the error would not be material to the period in which it originated.

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

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 Securities and Exchange Commission

 July 25, 2011

 Page 2

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 RESPONSE

 The Company evaluated the materiality of and reviewed the impact of the error in the period in which it originated. The Company concluded that the effects of the proposed adjustment was not quantitatively
or qualitatively material to that period’s previously issued consolidated financial statements or to projected full-year 2011 financial results. We respectfully refer the Staff to the Company’s attached internal SAB99 Materiality
memorandum, where the Company provides detailed analysis supporting its conclusion that the correction of the error was not quantitatively or qualitatively material for the period in which it originated and on a cumulative basis.

Further to the discussion in the SAB99 Materiality memorandum and as discussed in the Company’s prior response, in the Company’s Quarterly
Report on Form 10-Q for the period ended January 31, 2011, it presented the gain on the face of the Income Statement and provided disclosure and discussion regarding the unusual and one-time nature of the gain. The Company provided discussion
of the gain in its earnings release and on the earnings call to clarify that the gain was a one-time item related to acquisition accounting and not indicative of the Company’s future operating results. The Company also discussed in the earnings
release and during the earnings conference call that it adjusts for this transaction in its non-GAAP net income as the Company did not consider it reflective of its ongoing operating performance. We respectfully refer the Staff to the earnings call
transcript, a copy of which is attached for ease of reference, where the Company discussed this transaction in the fourth paragraphs on both pages 5 and 6 and the first section of the Questions and Answers; and to the Company’s earnings
release, a copy of which is attached, where the Company discusses the gain in the reconciliation of GAAP to Non-GAAP results in the third paragraph on page 4.

 The Company has discussed its conclusions with KPMG, its independent registered public accounting firm, and KPMG has confirmed that it concurs with the Company’s assessment.

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

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 Securities and Exchange Commission

 July 25, 2011

 Page 3

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the
filings; 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.

 Please contact me if you have any further comments or
need additional information with respect to the filings.

 Sincerely,

 /s/ Eugene J. Midlock

 Eugene J. Midlock

 Senior Vice President and

 Chief Financial Officer

cc:
Leigh Ann Schultz - SEC

 Kate
Tillan, Assistant Chief Accountant - SEC

 Christopher Kaufman - Latham & Watkins

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

 COO-3

 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

             6140 Stoneridge Mall Road,
#590

             Pleasanton, CA 94588

             (925) 460-3621

             (925) 460-3648- FAX

Date:

July 19, 2011

To:

File

From:

Tina Maloney

Subj:

FY2011 Q3 SAB 99, Materiality Memorandum – Aime Settlement of Preexisting Relationship

 The purpose of this memorandum is to document and conclude on an out-of-period adjustment identified during the current
fiscal quarter which we plan to correct in the Company’s fiscal quarter ending July 31, 2011. As the Company’s fiscal quarter has not yet concluded, the analysis for Q3 FY2011 is based on forecasted results as of July 11, 2011.

 Out-of-Period Adjustment

 Out-of-period adjustment to correct an error in accounting for the settlement of a preexisting relationship, $6,080K ($6,080K net of tax) related to Q1 FY2011

On December 1, 2010, CVI purchased certain assets of Asahikasei Aime Co., Ltd. (Aime) from Asahi Kasei Pharma Corporation. Prior to
the acquisition, Aime had retained the right to sell our Biofinity brand of contact lenses in certain defined markets. In accordance with the accounting guidance relating to the accounting for a preexisting relationship between the parties to a
business combination, the Company recorded a gain of $6.1 million on the settlement of this supply agreement in its Statement of Income for the fiscal first quarter of 2011. Upon further review, the Company has determined that it incorrectly applied
the guidance in ASC 805-10-55-20-21, specifically the requirement to record a gain or loss for a contractual relationship at the lesser of (1) the amount by which the contract is favorable or unfavorable or (2) the amount of any settlement
provisions in the contract. The preexisting agreement with Aime was unfavorable to current market terms from the perspective of the Company by $6.1 million. However, the contract had a provision that permitted the Company to terminate the contract
upon a sale, merger or acquisition of Aime in lieu of allowing Aime to transfer or assign the rights to other parties in any such transaction. The contract did not provide for any consideration to be paid to Aime if the Company decided to exercise
its termination right. Therefore, the effective settlement should have been recorded in the Company’s Statement of Income for the period ended January 31, 2011 at zero rather than as a gain.

The correction of this error results in a reduction of $6,080K of goodwill and a reversal of the gain of $6,080K which represents 0.5% of Goodwill, 5.0%
of Operating Expenses, 11.1% of Operating Income and 13.4% of Net Income for the quarter ended January 31, 2011; and [* * *]% of Goodwill, [* * *]% of Operating Expenses, [* * *] % of Operating Income and [* * *]% of Net Income based on
forecasted balances for the quarter ending July 31, 2011. With the correction of the error in Q3, the settlement of the preexisting relationship is properly reported as zero for the nine months ended July 31, 2011.

Since the recognition of the gain and related correction are both recognized by the International Holding Company, Inc. (a wholly owned subsidiary of the
Company), the tax rate on the gain and its reversal is 0% since it is not recognized for tax purposes.

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

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 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 Materiality Assessment

 While technical literature issued by the FASB, the SEC and other accounting bodies provide general guidelines for assessing materiality, they do not specify bright-line criteria for determining if an
accounting discrepancy is material.

 According to SAB 108, the rollover method of assessing materiality “quantifies a misstatement based
on the amount of the error originating in the current-year income statement” and “ignores the carryover effects of prior-year misstatements.” By contrast, the iron curtain approach “quantifies a misstatement based on the effects
of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatement’s year(s) of origination.”

 SAB 108 promulgates the dual approach in materiality assessment, which requires an adjustment to the financial statements “when either approach results in quantifying a misstatement that is material,
after considering all relevant quantitative and qualitative factors.” SAB 108 also discusses aggregating and netting misstatements and mandates that accounting discrepancies be considered both individually and on an aggregate basis.

In its evaluation the Company assessed the materiality of the misstatements on a quantitative basis using the rollover and iron curtain methods required
by SAB 108.

 In addition to the quantitative factors, the assessment also included consideration of qualitative factors as required in SAB 108
and SAB 99. In SAB 99 Materiality, the SEC staff concluded that passing or waiving corrections to financial statements exclusively on the basis that they are below a percentage threshold (e.g., five percent of a financial statement item)
“has no basis in the accounting literature or the law.” The SAB states that use of rules of thumb are appropriate as an initial step in assessing materiality, but identified misstatements must also be assessed on a qualitative analysis. It
further describes the qualitative considerations to consider when assessing the materiality of an accounting error. These include whether the error masks a change in earnings or other trends; hides a failure to meet analysts’ expectations;
changes a loss into profit or vice versa; increases management compensation; affects compliance with loan covenants, contracts or regulatory requirements; involves concealment of an unlawful transaction; and whether management or the outside auditor
expects that the known error may result in a significant positive or negative stock market reaction.

 Analysis

For the out-of-period adjustment described above, the Company calculated the impact to the Balance Sheet and Statement of Income for the three-month
period ended January 31, 2011 and the forecasted three-month period ending July 31, 2011.

 The impact of the adjustment to Q1 and
Forecasted Q3 is calculated as follows:

GAAP

Q1

Q3

 As Reported

 Q1 FY 2011

 Forecast*

 Q3 FY2011

 F/S Line Item

Db/(Cr)

Db/(Cr)

F/S Bal.

% Error

F/S Bal.

% Error

 Goodwill

$
6,080

[* * *]

$
1,268,734

0.5%

[* * *]

[* * *]

 Operating Expenses

$
(6,080)

[* * *]

$
121,813

-5.0%

[* * *]

[* * *]

 Operating Income

$
(6,080)

[* * *]

$
54,793

-11.1%

[* * *]

[* * *]

 Net Income

$
(6,080)

[* * *]

$
45,295

-13.4%

[* * *]

[* * *]

 * Prior to out-of-period adjustment

 In addition to the quantitative factors, management’s qualitative assessment per SAB 99 notes that the misstatement for each individual reporting period and on a cumulative basis, does not mask a
change in earnings or other trends, does not change a loss into a profit or vice versa, does not affect compliance with contracts or regulatory requirements and does not involve concealment of an unlawful transaction.

 [* * *]
Confidential Treatment Requested by The Cooper Companies, Inc.

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 FOIA Confidential Treatment Requested by

The Cooper Companies, Inc. Pursuant to

 Rule 83 (17 C.F.R. § 200.83)

 Further, management reviewed the impact of the adjustment on management compensation under the
Company’s Incentive Performance Plan and noted that the Company’s year-to-date and forecasted full year EPS and Operating Income achievement levels are [* * *] for those factors. The impact of the correction [* * *].

In the Company’s 10-Q for the period ended January 31, 2011, it presented the gain on the face of the Income Statement and provided disclosure
and discussion regarding the unusual and one-time nature of the gain. The Company provided discussion of the gain in its earnings release and on the earnings call to clarify that the gain was a one-time item related to acquisition accounting and not
indicative of the Company’s future operating results. Management also discussed that it adjusts for this transaction in its Non-GAAP net income as it is not considered reflective of the Company’s ongoing operating performance. The amount
was specifically identified in the earnings release in the reconciliation of GAAP and Non-GAAP results. (Refer to the Q1 FY2011 earnings call transcript and earnings release attached herein.) Therefore, management’s analysis of qualitative
factors related to analysts’ expectations include both the impact on GAAP and the Non-GAAP results.

 The Company notes that its results
for the quarter ended January 31, 2011, would have exceeded analysts’ expectations on a GAAP and Non-GAAP basis regardless of the misstatement. The impact of the misstatement is $0.13 ($6,080K / 47,391 weighted average shares outstanding).
Actual reported GAAP EPS for the quarter was $0.96, excluding the out-of-period adjustment GAAP EPS would have been $0.83. Actual reported Non-GAAP EPS for the quarter was $0.85 and is not affected by the correction. This compares to the
analysts’ consensus estimates for Q1 FY2011 of $0.61 on a GAAP basis and $0.67 on a Non-GAAP basis.

 The Company further notes that its
forecasted results for the quarter ending July 31, 2011, [* * *]. Forecasted GAAP EPS for the quarter is $[* * *] excluding the out-of-period adjustment. The impact of the misstatement in the forecasted quarter is $[* * *] ($[* * *] /
[* * *] forecasted weighted average shares outstanding), resulting in an adjusted forecasted GAAP EPS of $[* * *]. Forecasted Non-GAAP EPS for the quarter is $[* * *] and [* * *]. Analysts’ consensus estimates for Q3 FY2011 are $1.08 on a GAAP
and Non-GAAP basis.

 [* * *].

Based on the above, including the discussion of estimated financial results for Q2 and the fiscal year, our Q1 disclosure and discussion of the gain as a
one-time item, [* * *].

 The Company was in compliance with its loan covenants, specifically Funded Debt to EBIDTA for the quarter ended
January 31, 2011, at 1.85 vs. a 3.75 requirement. Similar to the Company’s Non-GAAP reporting, the gain was added back to net income to determine Funded Debt to EBITDA in our fiscal first quarter and had no significant impact on this
covenant. For t