Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FRYLING GREGORY A
   2. Issuer Name and Ticker or Trading Symbol
COOPER COMPANIES INC [COO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres & COO - CVI
(Last)
(First)
(Middle)
6140 STONERIDGE MALL DR., SUITE 590		 3. Date of Earliest Transaction (Month/Day/Year)
01/19/2005
(Street)

PLEASANTON, CA 94588		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 01/19/2005 01/19/2005 M   3,790 A $ 26.38 3,790 D  
Common Stock 01/19/2005 01/19/2005 M   13,000 A $ 29.5 16,790 D  
Common Stock 01/19/2005 01/19/2005 S   12,900 D $ 73.2 3,890 D  
Common Stock 01/19/2005 01/19/2005 S   100 D $ 73.5 3,790 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) $ 26.38 01/19/2005 01/19/2005 M     3,790   (1) 11/04/2012 Common Stock 3,790 $ 26.38 22,877 D  
Stock Options (Right to buy) $ 29.5 01/19/2005 01/19/2005 M     13,000   (2) 03/24/2013 Common Stock 13,000 $ 29.5 41,445 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FRYLING GREGORY A
6140 STONERIDGE MALL DR., SUITE 590
PLEASANTON, CA 94588		       Pres & COO - CVI  

Signatures

 Gregory Fryling   01/20/2005
**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) The option will become exercisable in three tranches upon achievement of targets within specified timeframes: within the 1st tranche of 13,333 shares, 1/3 became exercisable when FMV achieved $31.50, remaining 2/3 shall become exercisable one the 1st and 2nd anniversary of the vesting date. Within the 2nd tranche of 13,333 shares, 1/3 became exercisable when FMV achieved $35.00, remaining 2/3 shall become exercisable one the 1st and 2nd anniversary of the vesting date. Within the 3rd tranche of 13,334 shares, 1/3 became exercisable when FMV achieved $39.50, remaining 2/3 shall become exercisable one the 1st and 2nd anniversary of the vesting date
(2) The option will become exercisable in three tranches upon achievement of targets within specified timeframes: within the 1st tranche of 26,666 shares, 1/3 became exercisable when FMV achieved $35.00, remaining 2/3 shall become exercisable one the 1st and 2nd anniversary of the vesting date. Within the 2nd tranche of 26,667 shares, 1/3 became exercisable when FMV achieved $39.50, remaining 2/3 shall become exercisable one the 1st and 2nd anniversary of the vesting date. Within the 3rd tranche of 26,667 shares, 1/3 became exercisable when FMV achieved $44.00, remaining 2/3 shall become exercisable one the 1st and 2nd anniversary of the vesting date

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