Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Andrews Brian G
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013
3. Issuer Name and Ticker or Trading Symbol
COOPER COMPANIES INC [COO]
(Last)
(First)
(Middle)
6140 STONERIDGE MALL ROAD, SUITE 590
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Treasurer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PLEASANTON, CA 94588
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,946
D
 
Common Stock 393
I
Rollover IRA
Common Stock 283
I
Roth IRA
Common Stock 221
I
Traditional IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 04/09/2016 Common Stock 3,000 $ 52.4 D  
Restricted Stock Units   (2)   (3) Common Stock 338 $ 0 D  
Restricted Stock Units   (4)   (5) Common Stock 675 $ 0 D  
Restricted Stock Units   (6)   (5) Common Stock 1,012 $ 0 D  
Restricted Stock Units   (7)   (5) Common Stock 1,067 $ 0 D  
Restricted Stock Units   (8)   (5) Common Stock 1,567 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Andrews Brian G
6140 STONERIDGE MALL ROAD, SUITE 590
PLEASANTON, CA 94588
      Treasurer  

Signatures

/s/ Brian G. Andrews 01/02/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) All shares granted under this option are currently exercisable.
(2) Grant Date 10/30/08 RSU Vesting Date: The grant vests in equal portions on the following dates: 1/8/10, 1/8/11, 1/8/12 and 1/8/13.
(3) Grant Date 10/30/08 RSU Date Exp.: This award has no expiration date. Units will either vest or be forfeit
(4) Grant Date 12/9/09 RSU Vesting Date: The grant vests in equal portions on the following dates: 1/8/11, 1/8/12, 1/8/13 and 1/8/14.
(5) RSU Expiration Date: This award has no expiration date. Units will either vest or be forfeit.
(6) Grant Date 11/29/10 RSU Vesting Date: The grant vests in equal portions on the following dates: 1/8/12, 1/8/13, 1/8/14 and 1/8/15.
(7) Grant Date 12/14/11 RSU Vesting Date: The grant vests in equal portions on the following dates: 1/8/13, 1/8/14, 1/8/15 and 1/8/16.
(8) Grant Date 12/12/12 RSU Vesting Date: The grant vests in equal portions on the following dates: 1/8/14, 1/8/15, 1/8/16, 1/8/17 and 1/8/18.

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