FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * BENDER A THOMAS   2. Issuer Name and Ticker or Trading Symbol COOPER COMPANIES INC [COO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6140 STONERIDGE MALL DR., SUITE 590 3. Date of Earliest Transaction (Month/Day/Year) 03/23/2010 (Street) PLEASANTON, CA 94588 4. If Amendment, Date Original Filed(Month/Day/Year) 03/25/2010 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/23/2010   M   15,000 A $ 22.44 77,594 D   Common Stock 03/23/2010   S   15,000 D $ 40.43 (3) 62,594 D   Common Stock 03/24/2010   M   6,400 A $ 22.44 68,994 D   Common Stock 03/24/2010   S   6,400 D $ 40.47 (4) 62,594 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 22.44

03/23/2010

M

15,000

(2)

10/31/2010(1)

Common Stock

15,000

$ 0

35,000

D

Stock Options (Right to Buy)

$ 22.44

03/24/2010

M

6,400

(2)

10/31/2010(1)

Common Stock

6,400

$ 0

28,600

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BENDER A THOMAS 6140 STONERIDGE MALL DR., SUITE 590 PLEASANTON, CA 94588	X

Signatures

/s/ A. Thomas Bender		03/30/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Expiration date reflects adjustment to the third anniversary of Mr. Bender's retirement from employment with the Company. This adjustment reduces the term of Mr. Bender's options granted during his tenure as CEO and is in accordance with the provisions of the Company's Long-Term Incentive Plans with regard to termination for reasons of retirement. No special arrangements or agreements were entered into with Mr. Bender in connection with this reduction of his option term.
(2)	Grant Date 3/26/02 Date Exer.: The shares vest upon the earlier to occur of 1) December 31,2004, but only if the average of the Closing Prices during the 30 consecutive calendar days immediately preceding December 1, 2004 attains $30.00, or 2) March 26, 2007.
(3)	Price represents an average sale price between $40.27 and $40.74.
(4)	Price represents an average sale price between $40.30 and $40.75.

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