SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* McLean Jeffrey Alan (Last) (First) (Middle) 370 WOODCLIFF DRIVE (Street) FAIRPORT NY 14450 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/06/2005	3. Issuer Name and Ticker or Trading Symbol COOPER COMPANIES INC [ COO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Pres - U.S. Ops - CVI	5. If Amendment, Date of 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

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)

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: 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
Stock Options (Right to buy)	04/10/2003(1)	10/29/2012	Common Stock	2,000	26.75	D
Stock Options (Right to buy)	05/03/2004(2)	10/26/2013	Common Stock	7,000	41.44	D
Stock Options (Right to buy)	(3)	10/26/2014	Common Stock	20,000	68.66	D

Explanation of Responses:

1. Vests when avg closing prices during 30 cons days reaches 29.43; 50% exercisable, 50% exercisable 2 yrs later

2. The option vests if the Company's stock price achieves certain targets within specified timeframes as follows: one-fourth shall vest if Fair Market Value of the Company's stock achieves $46.41, but not earlier than 5/1/04; one-fourth shall vest if Fair Market Value of the Company's stock achieves $49.73, but not earlier than 5/1/05; one-fourth shall vest if the Fair Market Value of the Company's stock achieves $53.87 but not earlier than 5/1/06; and one-fourth shall vest if the Fair Market Value of the Company's stock achieves $58.02 but not earlier than 5/1/07. All options not other wise vesting pursuant to the above timetable shall become exercisable on October 26, 2008.

3. The option vests if the Company's stock price achieves certain targets within specified timeframes as follows: one-fourth shall vest if Fair Market Value of the Company's stock achieves $76.90, but not earlier than 5/2/05; one-fourth shall vest if Fair Market Value of the Company's stock achieves $82.39, but not earlier than 5/1/06; one-fourth shall vest if the Fair Market Value of the Company's stock achieves $89.26 but not earlier than 5/1/07; and one-fourth shall vest if the Fair Market Value of the Company's stock achieves $96.12 but not earlier than 5/1/08. All options not otherwise vesting pursuant to the above timetable shall become exercisable on October 25, 2009.

	Jeffrey A McLean	01/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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