Securities Act of 1933
Rule 903(b) and Rule 904(b)

November 28, 2011

RESPONSE OF THE OFFICE OF INTERNATIONAL CORPORATE FINANCE
DIVISION OF CORPORATION FINANCE

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if Coach HDRs are offered and sold on SEHK without implementation of the stop-transfer provisions and other procedures set forth under Rule 903(b)(3)(iii)(B), Rule 903(b)(3)(iv), and Rule 904(b)(1)(ii) of Regulation S under the Securities Act.

In reaching this conclusion, the Division is relying on your representation that:

• U.S. entities may not participate on SEHK;
• no SEHK trading terminals may be placed in the United States; and
• the proposed alternative restrictions and procedures, as described in your letter, will be implemented.

This conclusion only applies to the issuance and secondary trading on SEHK of Coach HDRs, and does not apply to offers and sales of Coach common shares. In reaching this conclusion, the Division particularly notes that Coach’s common stock is registered under Section 12(b) of the Exchange Act, and Coach files Exchange Act reports with the Commission. The Division further notes your representation that Coach is current in its Exchange Act reports.

This position is based upon the representations made in your letter to the Division. Any different facts or conditions might require a different conclusion. Moreover, this response expresses the Division's position on enforcement action only and does not purport to express a legal position on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/coach112811.htm