S-3

As Filed with the Securities and Exchange Commission on April 4, 2003

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Cooper Cameron Corporation

(Exact name of registrant as specified in its charter)

Delaware	76-0451843
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3533

(Primary Standard Industrial Classification Code Number)

1333 West Loop South, Suite 1700

Houston, Texas 77027

(713) 513-3300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William C. Lemmer

Vice President, General Counsel

and Secretary

Cooper Cameron Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

(713) 513-3300

(Name, address and telephone number. including area code, of agent for service)

With Copies To:

Samuel N. Allen Porter & Hedges, LLP 700 Louisiana Street, 35th Floor Houston, Texas 77002 (713) 226-0600 Louis J. Bevilacqua Cadwalader, Wickersham & Taft LLP 100 Maiden Lane New York, New York 10038 (212) 504-6000

Approximate date of commencement of proposed sale to public: From time to time after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Common Stock, $.01 per share (2)	1,006,500	$	49.54	$	49,862,010	$	4,035

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c).

(2) Includes preferred stock purchase rights associated with the Common Stock. Since no separate consideration is payable for such rights, the registration fee for such securities is included in the fee for the Common Stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, dated April 4, 2003

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not a solicitation or an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

1,006,500 Shares

COOPER CAMERON CORPORATION

Common Stock

Up to a maximum of 1,006,500 shares of our common stock are being offered from time to time in connection with the termination of two over-the-counter, or OTC, derivative transactions between the selling shareholder and us. See “Selling Shareholder”. We will not receive any of the proceeds from the sale of the common stock offered under this prospectus.

Our common stock is listed on the New York Stock Exchange under the symbol “CAM”. On April 3, 2003, the closing price of our common stock, as reported on the NYSE, was $49.38 per share.

The common stock may be offered and sold from time to time by the selling shareholder through underwriters, dealers or agents or directly to one or more purchasers in fixed price offerings, in negotiated transactions, at market prices prevailing at the time of sale or at prices related to the market prices. The terms of the offering and sale of common stock in respect of which this prospectus is being delivered, including any initial public offering price, any discounts, commissions or concessions allowed, reallowed or paid to underwriters, dealers or agents, the purchase price of the common stock and the proceeds to the selling shareholder, and any other material terms shall be set forth in a prospectus supplement. See “Plan of Distribution” for indemnification arrangements, including indemnification of agents, dealers and underwriters.

For a discussion of certain factors that should be considered by prospective investors, see “ Risk Factors” beginning on page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April     , 2003

You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this prospectus. The common stock is being offered for sale only where offers and sales are permitted. The information contained in or incorporated by reference in this prospectus is accurate only as of the date of this prospectus or the dates of the documents incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of the common stock.

TABLE OF CONTENTS

Section	Page
Cooper Cameron Corporation	3
Risk Factors	3
Forward-Looking Statements	5
Where You Can Find More Information	6
Use of Proceeds	6
Selling Shareholder	7
Plan of Distribution	7
Legal Matters	9
Experts	9

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Cooper Cameron Corporation

We design, manufacture, market and service equipment used by the oil and gas industry and industrial manufacturing companies. We are a leading international provider of oil and gas pressure control systems, equipment and services, including valves, wellheads, controls, chokes, blowout preventers, drilling and production control systems and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications. We also are a leading manufacturer of gas compressors and turbochargers used principally in oil and gas production and transmission applications and in industrial, manufacturing and power generation applications. We manufacture integrally-geared centrifugal air compressors that provide oil-free air for use in a variety of industrial applications. We operate internationally and have manufacturing plants and service centers in numerous locations, including the United States, the United Kingdom, Canada, France, Norway, Ireland, Singapore, Germany, The Netherlands, Australia, Mexico, Argentina, Nigeria and Brazil.

Our principal executive offices are located at 1333 West Loop South, Suite 1700, Houston, Texas 77027, and our telephone number is (713) 513-3300.

Risk Factors

You should carefully consider the following factors, as well as other risk factors and other information contained in this prospectus or incorporated herein by reference.

Downturns in the oil and gas industry have had, and may in the future have, a negative effect on our sales and profitability.

Demand for most of our products and services, and therefore our revenues, depend to a large extent upon the level of capital expenditures related to oil and gas exploration, production, development, processing and transmission. Declines, as well as anticipated declines, in oil and gas prices could negatively affect the level of these activities. Factors that contribute to the volatility of oil and gas prices include the following:

• the demand for oil and gas, which is impacted by economic and political conditions and weather;

• the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;

• the level of production from non-OPEC countries;

• governmental policies regarding exploration and development of oil and gas reserves;

• the political environments of oil and gas producing regions, including the Middle East and, in particular, Iraq;

• the depletion rates of gas wells in North America; and

• advances in exploration and development technology.

Our international operations expose us to instability and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations and other risks inherent to international business.

We have manufacturing and service operations that are essential parts of our business in developing countries and economically and politically volatile areas in Africa, Latin America, the Middle East and the Asia-Pacific region. The risks of international business that we are exposed to include the following:

• volatility in general economic, social and political conditions;

• differing tax rates, tariffs, exchange controls or other similar restrictions;

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• changes in currency rates;

• inability to repatriate income or capital;

• changes in, and compliance with, domestic and foreign laws and regulations which impose a range of restrictions on operations, trade practices, trade partners and investment decisions;

• reductions in the number or capacity of qualified personnel; and

• seizure of equipment.

We also purchase a large portion of our raw materials and components from a relatively small number of foreign suppliers in countries such as India, South Korea, Taiwan and China. The ability of these suppliers to meet our demands could be adversely affected by the factors described above.

We are subject to environmental, health and safety laws and regulations that expose us to potential liability.

Our operations are subject to a variety of national and state, provisional and local laws and regulations, including laws and regulations relating to the protection of the environment. We are required to invest financial and managerial resources to comply with these laws and expect to continue to do so in the future. To date, the cost of complying with governmental regulation has not been material, but the fact that such laws or regulations are frequently changed make it impossible for us to predict the cost or impact of such laws and regulations on our future operations. The modification of existing laws or regulations or the adoption of new laws or regulations imposing more stringent environmental restrictions could adversely affect us.

Excess cash can be invested in marketable securities, which may subject us to potential losses.

We have invested in publicly-traded debt and equity securities from time to time. Changes in the financial markets, including interest rates, as well as the performance of the issuing companies can affect the market value of our short-term investments.

Implementation of a new enterprise-wide software system could disrupt our business processes.

We are in the process of implementing a new enterprise-wide software system. During October 2002, we converted the U.S. and Canadian operations of Cameron and Cooper Cameron Valves (“CCV”) onto the new system. The majority of our remaining operations are expected to be converted to the new system during 2003. Although we believe we have developed an overall implementation plan which will allow for a successful transition to the new system, any disruption in this plan could negatively affect our ability to develop, procure, manufacture and/or deliver products, and could disrupt our financial reporting system. Our senior management is not aware of any material problems with the conversion.

Changes in the financial condition of our customers could impact our business.

Erosion of the financial condition of customers could adversely affect our business with regard to both receivables exposure and future revenue realization. In both the Cooper Compression and CCV divisions, a significant portion of revenues for 2001 and 2002 were derived from a relatively concentrated group of customers in the pipeline and gas compression business, some of which are reported to be experiencing financial and/or other difficulties related to their capitalization. We believe that these difficulties have negatively impacted our business with these customers, particularly in the Cooper Compression division. To the extent these customers’ difficulties continue, worsen, and/or result in curtailments of their expenditures, our revenues and earnings could continue to be negatively affected.

Our deepwater subsea projects expose us to new risks.

We continue to expand into the deepwater subsea systems market. These projects are significantly larger in scope and complexity (both in terms of technical and logistical requirements) than projects in our surface and shallow-water subsea markets. To the extent we experience difficulties in meeting the technical and/or delivery requirements of the projects, our earnings or liquidity could be negatively impacted. As of December 31, 2002, we had a deepwater subsea backlog of approximately $278 million.

Changes in the equity and debt markets impact pension expense and funding requirements for our defined benefit plans.

We account for our defined benefit pension plans in accordance with FAS 87, which requires that amounts recognized in the financial statements be determined on an actuarial basis. A significant element in determining our pension income or expense in accordance with FAS 87 is the expected return on plan assets. The assumed long-term rate of return on assets is applied to a calculated value of plan assets, which results in an estimated return on plan assets that is included in current year pension income or expense. The difference between this expected return and the actual return on plan assets is deferred and amortized against future pension income or expense. Due to the weakness in the overall equity markets since 2000, the plan assets have earned a rate of return substantially less than the assumed long-

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term rate of return. As a result, expense associated with our pension plans has increased, and will continue to increase, significantly from the level recognized historically.

Additionally, FAS 87 requires the recognition of a minimum pension liability to the extent the assets of the plans are below the accumulated benefit obligation of the plans. In order to avoid recognizing this minimum pension liability, we contributed approximately $26.4 million to our pension plans during 2002. If our pension assets continue to perform poorly, we may be required to recognize a minimum pension liability in the future or fund additional amounts in the pension plans.

The demand for our products and services may not increase even in times of high oil and gas prices.

Current and projected oil and gas prices have historically affected our customers’ spending levels and their related purchases of our products and services. During the last 12 months, operating conditions in the oil and gas industry have improved, and recently, oil and gas prices have been at recent highs. Despite the recent strength in oil and gas pricing, we did not have a corresponding increase in our business. We believe the causes for the disparity were:

• a lack of confidence for the sustainability of prices;

• focus by customers on use of cash flow for debt reduction or share repurchase programs;

• uncertainty over the war in Iraq and political instability in the Middle East; and

• overall concern about the U.S. and world economies.

There can be no assurance that our business will return to its traditional correlation to current and projected oil and gas prices even if these economic conditions improve.

Forward-Looking Statements

The statements made in this prospectus or in the documents we have incorporated by reference that are not statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” or similar expressions.

Although we believe that the expectations in our forward-looking statements are reasonable, we cannot give any assurance that those expectations will be correct. Our operations are subject to numerous uncertainties, risks and other influences, many of which are outside our control and any of which could materially affect our results of operations and ultimately prove the statements we make to be inaccurate. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus.

Future events and actual results may differ materially from the results set forth in or implied in the forward-looking statements. Factors that might cause such a difference include:

• overall demand for, and pricing of, our products;

• the size and timing of orders;

• our ability to execute large subsea projects we have been awarded;

• fluctuations in world-wide prices and demand for oil and natural gas;

• fluctuations in level of oil and natural gas exploration and development activities;

• the existence of competitors, technological changes and developments in the industry; and

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• general economic conditions, the existence of regulatory uncertainties, and the possibility of political instability in any of the countries in which we do business, in addition to other matters discussed herein.

Other factors that could cause actual results to differ materially from our expectations are discussed under the heading “Risk Factors” and in the Company’s annual report on Form 10-K.

Where You Can Find More Information

We have filed a registration statement on Form S-3 (Registration No. 333-            ) with the SEC with respect to the common stock offered under this prospectus. This prospectus is a part of that registration statement; however, this prospectus does not contain all the information contained in the registration statement, including its exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about our common stock and us. Statements made in this prospectus about certain contracts or other documents are not necessarily complete, and you are referred to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration statement, including exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings, including the registration statement, are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You also may read and copy any document we file at the SEC’s Public Reference Room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room.

SEC rules allow us to “incorporate by reference” in this prospectus the documents we file with the SEC, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered part of this prospectus from the date we file the information. Any reports we file with the SEC after the date of this prospectus and before the selling shareholder sells up to the maximum amount of the common stock offered through this prospectus will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. This prospectus incorporates by reference the documents listed below:

• Annual Report on Form 10-K for the year ended December 31, 2002;

• The description of our common stock contained in the registration statement on Form 8-A filed on July 27, 1995.

We also incorporate by reference into this prospectus future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from the date of this prospectus to the date that all shares of common stock covered this prospectus have been sold by the selling shareholder.

You may request a copy of these filings, which we will provide to you at no cost, by writing or telephoning us at the following address and telephone number:

Cooper Cameron Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attn: General Counsel

(713) 513-3300

Use of Proceeds

We will not receive any of the cash proceeds from the sale of the common stock offered hereby.

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Selling Shareholder

The following table sets forth information concerning the number of shares of common stock offered by the selling shareholder.

	Ownership Before Offering (1)
Name	Number of Shares	Percent of Class
Crédit Lyonnais	1,006,500	1.8%

(1) No information is given with respect to ownership after the offering because we are unable to determine the number of shares of common stock that will be sold in the offering.

Plan of Distribution

This prospectus is part of a registration statement we have filed with the Securities and Exchange Commission that relates to shares of our common stock that the selling shareholder intends to sell from time to time in one or more offerings (subject to the restrictions described in this prospectus) in connection with the termination of two OTC derivative transactions between the selling shareholder and us. The selling shareholder purchased the shares being offered hereby in market transactions at the inception of the derivative transactions. Pursuant to the agreements relating to the derivative transactions, the selling shareholder does not have an economic interest in the common stock offered hereby. As a result of the termination of the derivative transactions, the selling shareholder will sell such number of the shares offered hereby as are necessary for the selling shareholder to receive net proceeds of $             which is the amount due to the selling shareholder to close out the derivative transactions. All remaining shares of our common stock offered hereby will be returned to us. We will not receive any of the cash proceeds from these sales. We have agreed to pay the expenses incurred in registering the shares, including legal and accounting fees.

When shares of our common stock are actually sold, to the extent required, the number of shares sold, the purchase price, the public offering price, the names of any agent or dealer and any applicable commission or discount with respect to that particular sale will be set forth in an accompanying prospectus supplement. A prospectus supplement also may update or change information contained in the basic prospectus. We expect that all relevant information about the shares will be contained in this prospectus. In all cases, you should read this prospectus (as it may be supplemented) together with the additional information described in the section “Where You Can Find More Information” on page 6.

The selling shareholder may sell shares of our common stock offered under this prospectus from time to time in transactions on the exchanges or markets where our common stock may be then listed for trading or otherwise than on those exchanges or markets. “Selling shareholder” includes donees, pledgees, transferees or other successors-in-interest selling common stock received after the date of this prospectus from the selling shareholder as a gift, pledge, partnership distribution or other non-sale related transfer. Common stock offered under this prospectus also may be sold in privately-negotiated transactions, in underwritten offerings or by a combination of those methods of sale. Sales of common stock may be made at fixed prices, which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling shareholder may effect these transactions by selling the common stock to or through broker-dealers, as principals or agents, and the broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholder or the purchasers of the shares for whom the broker-dealers may act as agent or to whom they sell as principal, or both (which compensation to a particular broker-dealer might be in excess of customary commissions). The selling shareholder has informed us that it intends to engage Credit Lyonnais Securities (USA) Inc., an affiliate of the selling shareholder, as broker in connection with sales of the shares being offered by this prospectus. Credit Lyonnais Securities (USA) Inc. will not receive any brokerage commission or discounts in connection with these sales.

Other methods by which the selling shareholder may sell the common stock offered under this prospectus include, without limitation:

• “at the market” to or through market makers or into an existing market for our common stock;

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• in other ways not involving market makers or established trading markets, including direct sales to purchasers, negotiated transactions or sales effected through agents;

• through transactions in options or swaps or other derivatives, whether exchange-listed or otherwise;

• through cross or block trades;

• through short sales; or

• any combination of any these methods of sale.

A “short sale” or “selling short” is when an investor sells stock not owned by the investor to take advantage of an anticipated decline in the price or to protect a profit in the shares owned by the investor. The selling shareholder also may enter into option or other transactions with broker-dealers that require the delivery to those broker-dealers of the common stock offered by this prospectus, which common stock may be resold by the broker-dealers under this prospectus. The selling shareholder also may make sales under Rule 144 of the Securities Act if an exemption from registration is available.

The selling shareholder may enter into hedging transactions with broker-dealers or other financial institutions. The broker-dealers or financial institutions may engage in short sales of the common stock in the course of hedging the positions they assume with the selling shareholder, including positions assumed in connection with distributions of the shares by the broker-dealers or financial institutions. The selling shareholder also may enter into options or other transactions with broker-dealers or other financial institutions with respect to the shares offered hereby, which shares such broker-dealers or other financial institutions may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). In addition, the selling shareholder may loan or pledge shares to a broker-dealer, which may sell the loaned shares or, upon a default by the selling shareholder of the secured obligation, may sell or otherwise transfer the pledged shares.

The selling shareholder and any broker-dealers who act in connection with the sale of shares of our common stock under this prospectus may be deemed to be “underwriters” as that term is defined in the Securities Act, and any commissions received by them and profit on any resale of the shares of our common stock as principal might be deemed to be underwriting discounts and commissions under the Securities Act. Because the selling shareholder may be deemed to be an underwriter, it will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the New York Stock Exchange pursuant to Rule 153 of the Securities Act. We have informed the selling shareholder that the anti-manipulative provisions of Regulation M of the Exchange Act may apply to its sales in the market.

We have agreed to indemnify the selling shareholder and each underwriter, if any, against certain liabilities, including certain liabilities under the Securities Act, or will contribute to payments the selling shareholders or underwriters may be required to make in respect of certain losses, claims, damages or liabilities. The selling shareholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares offered hereby against certain liabilities, including liabilities arising under the Securities Act.

After we have been notified by the selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing:

• the name of the selling shareholder and of the participating broker-dealers;

• the type and number of securities involved;

• the price at which the securities were sold;

• the commissions paid or discounts or concessions allowed to such broker-dealer, where applicable;

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• that the broker-dealer did not conduct any investigations to verify the information set out or incorporated by reference in this prospectus; and

• other facts material to the transaction.

If the Company’s board of directors in good faith determines in its sole discretion that public sales or distributions of the shares would interfere in any material respect with any transaction involving the Company that in the sole discretion of the board of directors is material to the Company, then the Company’s board of directors may require that the selling shareholder refrain from effecting any public sales or distributions of the shares until such interference no longer exists.

Legal Matters

Certain legal matters in connection with the common stock offered hereby will be passed upon for us by William C. Lemmer, our vice president and general counsel.

Experts

Our consolidated financial statements incorporated by reference from the Cooper Cameron Corporation Annual Report (Form 10-K) for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and herein. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The estimated maximum expenses payable by the Registrant in connection with the offering of the Securities to be registered and offered hereby are as follows:

Commission registration fee	$	4,035
Printing expenses		5,000
Legal fees and expenses		125,000
Accounting fees and expenses		10,000
Miscellaneous		5,965
Total	$	150,000

Item 15. Indemnification of Directors and Officers.

Statutory Indemnification. Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action.

In a suit brought to obtain a judgment in the corporation’s favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorney’s fees, actually and reasonably incurred in connection with the defense or settlement of the case, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such persons shall have been adjudged liable to the corporation except as otherwise approved by the Delaware Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceedings, as well as to expenses (including attorneys’ fees).

The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. There are additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (i) by a majority vote of a quorum of disinterested members of the board of directors; or (ii) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct; or (iii) by the stockholders.

The amended certificate of incorporation and bylaws of the registrant require the registrant to indemnify the registrant’s directors and officers to the fullest extent permitted under Delaware law, and to implement provisions pursuant to contractual indemnity agreements the registrant has entered into with its directors and executive officers. The amended certificate of incorporation limits the personal liability of a director to the registrant or its stockholders to damages for breach of the director’s fiduciary duty. The registrant has purchased insurance on behalf of its directors and officers against certain liabilities that may be asserted by such persons in their capacities as directors or officers of the registrant, or that may arise out of their status as directors or officers of the registrant, including liabilities under the federal and state securities laws.

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The corporation’s certificate of incorporation limits the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of the directors’ fiduciary duty.

Contractual Indemnification. The corporation has entered into indemnification agreements with each of its directors under which the corporation has agreed to indemnify and advance expenses to each indemnitee as provided in the indemnification agreements to the fullest extent permitted by applicable law.

In general, each indemnitee is entitled to the rights of indemnification if by reason of the indemnitee’s corporate status he is or is threatened to be made a party to or a participant in any threatened, pending or completed proceeding. Subject to certain conditions, the corporation must indemnify the indemnitee against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal proceeding, if he had no reasonable cause to believe his conduct was unlawful.

In the case of a proceeding by or the right of the corporation no indemnification against expenses will be made in respect of any claim as to which the indemnitee shall have been adjudged to be liable to the corporation or if applicable law prohibits the indemnification. Nonetheless, if applicable law permits indemnification against expenses, indemnification will be made if and to the extent that the court in which the relative proceeding is pending shall so determine.

If an indemnitee is not wholly successful in defense of a proceeding, but is successful on the merits or otherwise as to one or more but not less than all claims, the corporation will indemnify the indemnitee against all expenses actually and reasonably incurred by him or on his behalf in connection with each such claim as to which the indemnitee was successful on the merits or otherwise. An indemnitee will be successful on the merits or otherwise if, among other things, (i) the claim was terminated by withdrawal or dismissal with or without prejudice; (ii) a claim was terminated without any express finding of liability or guilt against the indemnitee with or without prejudice; or (iii) 120 days expires after the making of a claim or threat without the institution of the claim or threat, or settlement of a claim as to which the indemnitee pays less than $200,000.

In no event is an indemnitee entitled to indemnification with respect to a claim to the extent applicable law prohibits the indemnification, or an admission is made by the indemnitee in writing to the corporation, or final nonappealable determination is made in a proceeding that the standard for conduct for indemnification under the indemnification agreement has not been met.

Indemnitees also are entitled to indemnification if they are required to appear as a witness in any proceeding.

The corporation must advance all reasonable expenses incurred by or on behalf of an indemnitee in connection with a proceeding within ten days after the receipt by the corporation of a statement from the indemnitee requesting the advance, whether before or after the final disposition of the proceeding. The indemnitee must repay amounts advanced only if and to the extent it is ultimately determined by a final nonappealable adjudication or arbitration decision that the indemnitee is not entitled to be indemnified against the expenses.

The indemnification agreement also contains detailed procedures for determination of entitlement to indemnification and remedies for an indemnitee if it is determined that an indemnitee is not entitled to indemnification.

If indemnification provided for in the indemnification agreement is held by a court to be unavailable to an indemnitee for any reason other than the indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, or with respect to a criminal proceeding, that the indemnitee had no reasonable cause to believe his conduct was lawful, the corporation is required to contribute to the amount of expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by the indemnitee, in such proportion as is appropriate to reflect the relative benefits received by the indemnitee and the relative fault of the indemnitee versus the other defendants or participants in connection with the action or inaction that resulted in the expenses, judgments, penalties, fines and amounts paid in settlement, as well as any other relevant equity considerations.

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Item 16. Exhibits and Financial Statement Schedules.

The following is a list of all the exhibits and financial statement schedules filed as part of this registration statement.

(a) Exhibits

*1.1	Form of Agreement between Cooper Cameron Corporation, Credit Lyonnais and Credit Lyonnais Securities (USA) Inc. with respect to the sale of the common stock offered hereby.
4.1	Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.2	First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference.
4.3	Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705) incorporated herein by reference.
*5.1	Opinion of William C. Lemmer, as to the legality of the common stock offered hereby.
*10.1	Termination Agreement between Credit Lyonnais New York Branch and Cooper Cameron Corporation.
*23.1	Consent of William C. Lemmer (included in Exhibit 5.1).
*23.2	Consent of Independent Auditors.
*24.1	Power of Attorney (included on the signature page of this registration statement).

* Filed herewith

(b) Financial Statement Schedules

Schedules are omitted since the information required to be submitted has been included in the consolidated financial statements of the registrant or the notes thereto, incorporated by reference herein, or the information is not required.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

II-3

provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) That, for the purpose of determining any liability under the Securities Act of 1933:

(i) The information omitted from the form of prospectus filed as a part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective; and

(ii) Each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

POWER OF ATTORNEY

Each of the undersigned hereby appoints Sheldon R. Erikson and William C. Lemmer and each of them (with full power to act alone), as attorney and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on April 2, 2003.

By	/s/    SHELDON R. ERIKSON
	Sheldon R. Erikson Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, the Registration Statement has been signed below by the following persons in the indicated capacities and on April 2, 2003.

Signature	Title
/s/    SHELDON R. ERIKSON (Sheldon R. Erikson)	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
/s/    FRANKLIN MYERS (Franklin Myers)	Senior Vice President of Finance and Chief Financial Officer (Principal Financial Officer)
/s/    CHARLES M. SLEDGE (Charles M. Sledge)	Vice President and Corporate Controller (Principal Accounting Officer)
/s/    NATHAN M. AVERY (Nathan M. Avery)	Director
/s/    C. BAKER CUNNINGHAM (C. Baker Cunningham)	Director
/s/    LAMAR NORSWORTHY (Lamar Norsworthy)	Director
/s/    MICHAEL PATRICK (Michael Patrick)	Director
/s/    DAVID ROSS (David Ross)	Director
/s/    BRUCE W. WILKINSON (Bruce W. Wilkinson)	Director

II-5

INDEX TO EXHIBITS

*1.1	Form of Agreement between Cooper Cameron Corporation, Credit Lyonnais and Credit Lyonnais Securities Inc. with respect to the sale of the common stock offered hereby.
4.1	Form of Rights Agreement, dated as of May 1, 1995, between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, filed as Exhibit 4.1 to the Registration Statement on Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948), and incorporated herein by reference.
4.2	First Amendment to Rights Agreement between Cooper Cameron Corporation and First Chicago Trust Company of New York, as Rights Agent, dated November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form 10-K for 1997 of Cooper Cameron Corporation, and incorporated herein by reference.
4.3	Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1998 (Registration Statement No. 333-51705) incorporated herein by reference.
*5.1	Opinion of William C. Lemmer, as to the legality of the common stock offered hereby.
*10.1	Termination Agreement between Credit Lyonnais New York Branch and Cooper Cameron Corporation.
*23.1	Consent of William C. Lemmer (included in Exhibit 5.1)
*23.2	Consent of Independent Auditors.
*24.1	Power of Attorney (included on the signature page of this registration statement).

* Filed herewith

II-6

EX-1.1

                                                                     EXHIBIT 1.1

                                     FORM OF

                          SELLING SHAREHOLDER AGREEMENT

     This Selling Shareholder Agreement (the "Agreement") , dated as of April
___, 2003, by and among Cooper Cameron Corporation, a Delaware corporation (the
"Company"), Credit Lyonnais, a corporation organized under the laws of France
(the "Selling Shareholder"), and Credit Lyonnais Securities (USA) Inc. (the
"Selling Shareholder Agent", and together with the Selling Shareholder, the
"Selling Shareholder Parties").

     WHEREAS, the Company has agreed to register with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), 1,006,500 shares (the "Shares") of the Company's
common stock, par value $.01 per share (the "Common Stock"), owned by the
Selling Shareholder so that the Selling Shareholder may sell such shares from
time to time; and

     WHEREAS, the Company has filed with the Commission a registration statement
on Form S-3 with respect to such Shares (the "Registration Statement");

     NOW, THEREFORE, in consideration of, and reliance upon, the respective
representations, warranties and agreements herein contained, and intending to be
legally bound, the parties hereto agree as follows:

     1. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Selling Shareholder Parties that:

          a. The Company meets the requirements for the use of Form S-3 under
     the Securities Act for the secondary sale of securities. The Registration
     Statement has been declared effective by the Commission and at the time it
     became effective the Registration Statement complied with Rule 415 under
     the Securities Act. No stop order suspending the effectiveness of the
     Registration Statement is in effect, and no proceedings for such purpose
     are pending before or threatened by the Commission.

          b. (i) Each document, if any, filed or to be filed pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference in the Prospectus (as defined below) complied or
     will comply when so filed in all material respects with the Exchange Act
     and the applicable rules and regulations of the Commission promulgated
     thereunder, (ii) the Registration Statement, when it became effective, did
     not contain, and as amended or supplemented, if applicable, will not
     contain any untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, (iii) the Registration Statement and the Prospectus
     comply, and, as amended or supplemented, if applicable, will comply in all
     material respects with the Securities Act and the applicable rules and
     regulations of the Commission thereunder and (iv) the Prospectus does not
     contain and, as amended or supplemented, if applicable, will not contain
     any untrue statement of a material fact or omit to state a material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not




     misleading, except that the representations and warranties set forth in
     this paragraph do not apply to statements or omissions in the Registration
     Statement or the Prospectus based upon information relating to the Selling
     Shareholder Parties furnished to the Company in writing by the Selling
     Shareholder Parties expressly for use therein, which information is
     attached hereto on Exhibit 1b. The term "Prospectus" as used herein shall
     mean the prospectus forming a part of the Registration Statement in the
     form first filed pursuant to Rule 424(b) under the Securities Act as such
     prospectus is supplemented at the relevant time, and including all
     information incorporated by reference therein.

          c. The Company has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, has the corporate power and authority to own its property
     and to conduct its business as described in, or incorporated by reference
     in, the Prospectus and is duly qualified to transact business and is in
     good standing in each jurisdiction in which the conduct of its business or
     its ownership or leasing of property requires such qualification, except to
     the extent that the failure to be so qualified or be in good standing would
     not have a material adverse effect on the Company and its subsidiaries,
     taken as a whole.

          d. Each subsidiary of the Company listed on Exhibit 1d hereto (the
     "Subsidiaries"), has been duly incorporated, is validly existing as a
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, has the corporate power and authority to own its property
     and to conduct its business as currently conducted and is duly qualified to
     transact business and is in good standing in each jurisdiction in which the
     conduct of its business or its ownership or leasing of property requires
     such qualification, except to the extent that the failure to be so
     qualified or be in good standing would not have a material adverse effect
     on the Company and the Subsidiaries, taken as a whole; and all of the
     issued shares of capital stock of each Subsidiary of the Company have been
     duly and validly authorized and issued, are fully paid and non-assessable
     and are owned directly or indirectly by the Company, free and clear of all
     liens, encumbrances, equities or claims. The Subsidiaries constitute all of
     the Company's material subsidiaries.

          e. This Agreement has been duly authorized, executed and delivered by
     the Company.

          f. The shares of Common Stock outstanding on the date hereof have been
     duly authorized and are validly issued, fully paid and non-assessable.

          g. The consolidated financial statements and financial schedules of
     the Company included or incorporated by reference in the Registration
     Statement and the Prospectus have been prepared in conformity with
     accounting principles generally accepted in the United States applied on a
     consistent basis, are consistent in all material respects with the books
     and records of the Company, and accurately present in all material respects
     the consolidated financial position, results of operations and cash flow of
     the Company and its subsidiaries as of and for the periods covered thereby.

                                       2




          h. Neither the Company nor any of its Subsidiaries has sustained since
     the date of the latest audited financial statements included or
     incorporated by reference in the Prospectus any material loss or
     interference with its business, including without limitation from fire,
     explosion, flood or other calamity, whether or not covered by insurance, or
     from any labor dispute or court or governmental action, order or decree,
     otherwise than as disclosed in or contemplated by the Prospectus; and,
     since the respective dates as of which information is given in the
     Registration Statement and the Prospectus, other than as disclosed in the
     Prospectus, there has not been any material change in the capital stock or
     long-term debt of the Company or any of its subsidiaries, the Company and
     its subsidiaries have not incurred any material liabilities or obligations,
     direct or contingent, nor entered into any material transactions not in the
     ordinary course of business and there has not been any material adverse
     change in or affecting the general affairs, management, financial position,
     stockholders' equity or results of operations of the Company and its
     subsidiaries considered as a whole, otherwise than as disclosed or
     incorporated by reference in or contemplated by the Prospectus.

          i. There are no contracts, agreements or understandings between the
     Company and any person that would give rise to a valid claim against the
     Company or the Selling Shareholder for a brokerage commission, finder's fee
     or other like payment.

          j. Other than with the Selling Shareholder, there are no contracts,
     agreements or understandings between the Company and any person granting
     such person the right to require the Company to file a registration
     statement under the Securities Act with respect to any securities of the
     Company owned or to be owned by such person or to require the Company to
     include such securities in the securities registered pursuant to the
     Registration Statement or in any securities being registered pursuant to
     any other registration statement filed by the Company under the Securities
     Act.

          k. Neither the Company nor any of its Subsidiaries (i) is in violation
     of its charter or by-laws, partnership agreement, limited liability company
     agreement or other organizational documents, (ii) is in default (and no
     event has occurred which, with notice or lapse of time or both, would
     constitute such a default under, or result in the creation or imposition of
     any lien, charge or encumbrance upon any property or assets of the Company
     or any of its subsidiaries) under or pursuant to, any indenture, mortgage,
     deed of trust, loan agreement or other agreement or instrument to which it
     is a party or by which it is bound or to which any of its property or
     assets is subject or (iii) is in violation in any respect of any statute,
     including, without limitation, any certification or other requirement of
     the Sarbanes-Oxley Act of 2002, or any judgment, decree, order, rule or
     regulation of any court or governmental or regulatory agency or body having
     jurisdiction over the Company or any of its Subsidiaries or any of their
     properties or assets, except any violation or default that would not have
     a material adverse effect on the Company and its subsidiaries, taken as a
     whole.

          l. The execution and delivery by the Company of, and the performance
     by the Company of its obligations under, this Agreement will not contravene
     any provision of applicable law or the certificate of incorporation or
     by-laws

                                       3



     of the Company or any agreement or other instrument binding upon the
     Company or any of its Subsidiaries that is material to the Company and its
     Subsidiaries, taken as a whole, or any judgment, order or decree of any
     governmental body, agency or court having jurisdiction over the Company or
     any Subsidiary, and no consent, approval, authorization or order of or
     qualification with, any governmental body or agency is required for the
     performance by the Company of its obligations under this Agreement.

          m. There are no legal or governmental proceedings pending or
     threatened to which the Company or any of its Subsidiaries is a party or to
     which any of the properties of the Company or any of its Subsidiaries is
     subject that are required to be described in, or incorporated by reference
     in, the Registration Statement or the Prospectus and are not so described
     or incorporated by reference or any statutes, regulations, contracts or
     other documents that are required to be described in, or incorporated by
     reference in, the Registration Statement or as exhibits to the Registration
     Statement that are not described, flied or incorporated as required.

          n. The Company is not, and will not be required to register as, an
     "investment company" as such term is defined in the Investment Company Act
     of 1940, as amended.

          o. The Company and its Subsidiaries (i) are in compliance with any and
     all applicable foreign, federal, state and local laws and regulations
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     ("Environmental Laws"), (ii) have received all permits, licenses or other
     approvals required of them under applicable Environmental Laws to conduct
     their respective businesses and (iii) are in compliance with all terms and
     conditions of any such permit, license or approval, except where such
     noncompliance with Environmental Laws, failure to receive required permits,
     licenses or other approvals or failure to comply with the terms and
     conditions of such permits, licenses or approvals would not, singly or in
     the aggregate, have a material adverse effect on the Company and its
     Subsidiaries, taken as a whole. There has been no storage, disposal,
     generation, transportation, handling or treatment of hazardous substances
     or solid wastes by the Company and its Subsidiaries, (or to the knowledge
     of the Company, any of their predecessors in interest) at, upon or from any
     of the property now or previously owned or leased by the Company and its
     Subsidiaries in violation of any applicable law, ordinance, rule,
     regulation, order, judgment, decree or permit or which requires remedial
     action by the Company and its Subsidiaries under any applicable law,
     ordinance, rule, regulation order, judgment, decree or permit, except for
     any violation or remedial action which would not result in, or which would
     not be reasonably likely to result in, singularly or in the aggregate with
     all such violations and remedial actions, a material adverse effect on the
     Company and its Subsidiaries, taken as a whole, and there has been no
     spill, discharge, leak, emissions, injection, escape, dumping or release of
     any kind onto such property or into the environment surrounding such
     property of any solid wastes or hazardous substances due to or caused by
     the Company and its Subsidiaries, except for any such spill, discharge,
     leak, emission, injection, escape, dumping or release which would not
     result in or would not be reasonably likely to result in, singularly or in
     the aggregate with all such spills, discharges, leaks, emissions,
     injections, escapes, dumpings

                                       4



     and releases, a material adverse effect on the Company and its
     Subsidiaries, taken as a whole. For purposes of this provision, the terms
     "hazardous substances" and "solid wastes" shall have the meanings specified
     in any applicable Environmental Laws.

          p. There are no costs or liabilities associated with Environmental
     Laws (including, without limitation, any capital or operating expenditures
     required for clean-up, closure of properties or compliance with
     Environmental Laws or any permit, license or approval, any related
     constraints on operating activities and any potential liabilities to third
     parties) which would, singly or in the aggregate, have a material adverse
     effect on the Company and its Subsidiaries, taken as a whole.

          q. The Company and its Subsidiaries own or possess adequate patent
     rights or licenses or other rights to use patent rights, inventions,
     trademarks, service marks, trade names, copyrights, technology and know-how
     necessary to conduct the general business now or proposed to be operated by
     them as described in, or incorporated by reference in, the Prospectus,
     except where failure to do so would not have a material adverse effect on
     the Company and its Subsidiaries, taken as a whole; neither the Company nor
     any of its Subsidiaries has received any notice of infringement of or
     conflict with asserted rights of others with respect to any patent, patent
     rights, inventions, trademarks, service marks, trade names, copyrights,
     technology or know-how which, singularly or in the aggregate, would have a
     material adverse effect on the Company and its Subsidiaries, taken as a
     whole.

          r. The Company and each of its Subsidiaries are insured by insurers of
     recognized financial responsibility against such losses and risks and in
     such amounts as are customary in the businesses in which they are engaged;
     neither the Company nor any such Subsidiary has been refused any insurance
     coverage sought or applied for; and except as described in, or incorporated
     by reference in, the Prospectus, neither the Company nor any such
     Subsidiary has any reason to believe that it will not be able to renew its
     existing insurance coverage as and when such coverage expires or to obtain
     similar coverage from similar insurers as may be necessary to continue its
     business at a cost that would not have a material adverse effect on the
     Company and its Subsidiaries, taken as a whole.

          s. The Common Stock is registered pursuant to Section 12(g) of the
     Exchange Act and the outstanding shares of Common Stock (including the
     Shares) are listed for quotation on the New York Stock Exchange (the
     "NYSE"), and the Company has taken no action designed to, or likely to have
     the effect of, terminating the registration of the Common Stock under the
     Exchange Act or de-listing the Common Stock from the NYSE, nor has the
     Company received any notification that the Commission or the NYSE is
     contemplating terminating such registration or listing.

     2. Representations and Warranties of the Selling Shareholder Parties. Each
of the Selling Shareholder Parties hereby represents and warrants to the Company
that:

          a. The address of the Selling Shareholder is: 19, boulevard des
     Italiens, 75002 Paris, France.

                                       5




          b. The Selling Shareholder owns all 1,006,500 Shares.

          c. The Selling Shareholder Parties have not entered into any
     arrangements with respect to the disposition of the Shares.

          d. All information specifically with respect to the Selling
     Shareholder Parties furnished to the Company by or on behalf of the Selling
     Shareholder Parties for use in connection with the preparation of the
     Registration Statement and the Prospectus (including information
     incorporated by reference in the Registration Statement from each report
     filed under the Exchange Act) is true and correct in all material respects
     and does not omit any material fact necessary to make such information not
     misleading.

          e. The Selling Shareholder Parties have not distributed and will not
     distribute any prospectus or other offering material in connection with the
     offering and sale of the Shares other than the Prospectus or other material
     permitted by the Securities Act.

     3. Covenants of the Company. The Company covenants with the Selling
Shareholder Parties as follows:

          a. The Company will furnish the Selling Shareholder Parties, without
     charge, two signed copies of the Registration Statement (excluding exhibits
     thereto and documents incorporated by reference therein) and will furnish
     the Selling Shareholder Parties without charge as many copies of the
     Prospectus, any documents incorporated by reference therein and any
     supplements and amendments thereto or to the Registration Statement as the
     Selling Shareholder Parties may reasonably request.

          b. Before amending or supplementing the Registration Statement or the
     Prospectus, the Company will furnish to the Selling Shareholder Parties a
     copy of each such proposed amendment or supplement and will not file any
     such proposed amendment or supplement to which the Selling Shareholder
     Parties reasonably object.

          c. If during the period which delivery of the Prospectus by the
     Selling Shareholder Parties or any dealer to the purchasers of the Common
     Stock is required under the Securities Act, any event shall occur or
     condition exist which makes it necessary to amend or supplement the
     Prospectus in order to make the statements therein, in the light of the
     circumstances when the Prospectus is delivered to a purchaser, not
     misleading, or if, in the opinion of counsel for the Selling Shareholder
     Parties, it is necessary to amend or supplement the Prospectus to comply
     with applicable law, the Company will promptly prepare, file with the
     Commission and furnish, at its own expense, to the Selling Shareholder
     Parties, to dealers whose names and addresses the Selling Shareholder
     Parties will furnish to the Company and to any other dealers upon request,
     either amendments or supplements to the Prospectus so that the statements
     in the Prospectus as so amended or supplemented will not, in the light of
     the circumstances when the Prospectus is delivered to a purchaser, be
     misleading or so that the Prospectus, as amended or supplemented, will
     comply with law.

                                       6



          d. The Company will make generally available to its security holders
     and to the Selling Shareholder Parties as soon as practicable, but in any
     event not later than fifteen months after the effective date of the
     Registration Statement (as defined in Rule 158(c) under the Securities
     Act), an earnings statement of the Company and its subsidiaries (which need
     not be audited) in reasonable detail, covering a period of at least 12
     consecutive months beginning after the effective date of the Registration
     Statement, which earnings statement shall comply with the requirements of
     Section 11(a) of the Securities Act and the rules and regulations
     thereunder (including Rule 158).

          e. The Company will not offer, pledge, sell, contract to sell, sell
     any option or contract to purchase, purchase any option or contract to
     sell, grant any option, right or warrant to purchase, lend or otherwise
     transfer or dispose of, directly or indirectly, or enter into any swap or
     other arrangement that transfers to another, in whole or in part, any of
     the economic consequences of ownership of shares of Common Stock, whether
     any transaction is to be settled by delivery of shares of Common Stock or
     such other securities, in cash or otherwise, or file with the Commission a
     registration statement under the Securities Act relating to, any additional
     shares of its Common Stock or securities convertible into or exchangeable
     or exercisable for any shares of its Common Stock, or publicly disclose the
     intention to make any such offer, pledge, sale, contract, disposition or
     filing, without the prior written consent of the Selling Shareholder for 30
     days after the date hereof other than grants of stock and options relating
     to stock-based benefit plans in existence on the date of this Agreement,
     provided, however, the Company may enter into private sales of its
     securities in compliance with the Securities Act and the rules and
     regulations thereunder, provided that the Company receives a written
     opinion of counsel to the effect that any such sales will not be integrated
     with any sales or other dispositions of the Shares made by the Selling
     Shareholder Parties.

          f. From the date of this Agreement through the end of the period
     during which delivery of the Prospectus by the Selling Shareholder Parties
     and any dealer to the purchasers of the Shares is required under the
     Securities Act, the Company will advise the Selling Shareholder Parties
     promptly of the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or of the institution of any
     proceedings for that purpose, or of any notification of the suspension of
     qualification of the Shares for sale in any jurisdiction or the initiation
     or threatening of any proceedings for that purpose, and will also advise
     the Selling Shareholder Parties promptly of any request of the Commission
     for amendment or supplement of the Registration Statement or the Prospectus
     or for additional information.

          g. During the period when the Prospectus is required to be delivered
     under the Securities Act, the Company will file all documents required to
     be filed with the Commission pursuant to Section 13, 14 or 15 of the
     Exchange Act within the time periods required by the Exchange Act and the
     rules and regulations thereunder.

     4. Indemnification and Contribution.

          a. The Company agrees to indemnify and hold harmless the Selling
     Shareholder, the Selling Shareholder Agent, each person, if any, who may be
     deemed to

                                       7



     be an "Underwriter" within the meaning of the Securities Act, each person,
     if any, who controls the Selling Shareholder or the Selling Shareholder
     Agent within the meaning of either Section 15 of the Securities Act or
     Section 20 of the Exchange Act, and each partner, principal, member,
     officer, director, employee and agent of the Selling Shareholder Parties,
     from and against any and all losses, claims, damages and liabilities
     (including, without limitation, any legal or other expenses reasonably
     incurred in connection with defending or investigating any such action or
     claim whether such action or claim is commenced or threatened) caused by
     any untrue statement or alleged untrue statement of a material fact
     contained in the Registration Statement or any amendment thereof, any
     preliminary prospectus or the Prospectus (as amended or supplemented if the
     Company shall have furnished any amendments or supplement's thereto), or
     caused by any omission or alleged omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, except insofar as such losses, claims, damages or
     liabilities are caused by any such untrue statement or omission or alleged
     untrue statement or omission based upon information relating to either of
     the Selling Shareholder Parties furnished to the Company in writing by the
     Selling Shareholder Parties expressly for use therein.

          b. The Selling Shareholder Parties agree to indemnify and hold
     harmless the Company, its directors, its officers who sign the Registration
     Statement and each person, if any, who controls the Company within the
     meaning of either Section 15 of the Securities Act or Section 20 of the
     Exchange Act to the same extent as the foregoing indemnity from the Company
     to the Selling Shareholder Parties, but only with respect to information
     relating to the Selling Shareholder Parties furnished to the Company in
     writing by the Selling Shareholder Parties expressly for use in the
     Registration Statement, any preliminary prospectus, the Prospectus or any
     amendments or supplements thereto.

          c. In case any proceeding (including any governmental investigation)
     shall be instituted involving any person in respect of which indemnity may
     be sought pursuant to either Section 4(a) or 4(b), such person (the
     "indemnified party") shall promptly notify the person against whom such
     indemnity may be sought (the "indemnifying party") in writing and the
     indemnifying party, upon request of the indemnified party, shall retain
     counsel reasonably satisfactory to the indemnified party to represent the
     indemnified party in such proceeding and shall pay the fees and
     disbursements of such counsel related to such proceeding. In any such
     proceeding, any indemnified party shall have the right to retain its own
     counsel, but the fees and expenses of such counsel shall be at the expense
     of such indemnified party unless (i) the indemnifying party and the
     indemnified party shall have mutually agreed to the retention of such
     counsel or (ii) the named parties to any such proceeding (including any
     impleaded parties) include both the indemnifying party and the indemnified
     party and representation of both parties by the same counsel would be
     inappropriate due to actual or potential differing interests between them.
     It is understood that the indemnifying party shall not, in respect of the
     legal expenses of all indemnified parties in connection with any proceeding
     or related proceedings in the same jurisdiction, be liable for the fees and
     expenses of more than one separate firm (in addition to any local counsel)
     for all such indemnified parties and that all such fees and expenses shall
     be reimbursed as they are incurred, unless and only to the extent to the
     representation of all indemnified parties would be inappropriate due

                                       8



     to actual or potential differing interests among them. Such firm shall be
     designated in writing by either of the Selling Shareholder Parties, in the
     case of parties indemnified pursuant to Section 4(a) above, and by the
     Company, in the case of parties indemnified pursuant to Section 4(b) above.
     The indemnifying party shall not be liable for any settlement of any
     proceeding effected without its written consent but if settled with such
     consent or if there be a final judgment for the plaintiff, the indemnifying
     party agrees to indemnify the indemnified party from and against any loss
     or liability by reason of such settlement or judgment. Notwithstanding the
     foregoing sentence, if at any time an indemnified party shall have
     requested an indemnifying party to reimburse the indemnified party for fees
     and expenses of counsel reasonably incurred as contemplated by the second
     and third sentences of this paragraph, the indemnifying party agrees that
     it shall be liable for any settlement of any proceeding effected without
     its written consent if (i) such settlement is entered into more than 20
     days after receipt by such indemnifying party of the aforesaid request and
     (ii) such indemnifying party shall not have reimbursed the indemnified
     party in accordance with such request prior to the date of such settlement.
     No indemnifying party shall, without the prior written consent of the
     indemnified party, effect any settlement of any pending or threatened
     proceeding in respect of which any indemnified party is or could have been
     a party and indemnity could have been sought hereunder by such indemnified
     party unless and only to the extent such settlement includes an
     unconditional release of such indemnified party from all liability on
     claims that are the subject matter of such proceeding.

          d. To the extent the indemnification provided for in Section 4(a) or
     4(b) is unavailable to an indemnified party or insufficient in respect of
     any losses, claims, damages or liabilities referred to therein, then each
     indemnifying party under such paragraph, in lieu of indemnifying such
     indemnified party thereunder, shall contribute to the amount paid or
     payable by such indemnified party as a result of such losses, claims,
     damages or liabilities in such proportion as is appropriate to reflect the
     relative fault of the Company on the one hand and of the Selling
     Shareholder Parties on the other hand in connection with the statements or
     omissions that resulted in such losses, claims, damages or liabilities, as
     well as any other relevant equitable considerations. The relative fault of
     the Company on the one hand and the Selling Shareholder Parties on the
     other hand shall be determined by reference to, among other things, whether
     the untrue or alleged untrue statement of a material fact or the omission
     or alleged omission to state a material fact relates to information
     supplied by the Company or by the Selling Shareholder Parties and the
     parties' relative intent, knowledge, access to information and opportunity
     to correct or prevent such statement or omission.

          e. The Company and the Selling Shareholder Parties agree that it would
     not be just or equitable if contribution pursuant to this Section 4 were
     determined by any other method of allocation that does not take account of
     the equitable considerations referred to in Section 4(d). The amount paid
     or payable by an indemnified party as a result of the losses, claims,
     damages and liabilities referred to in the immediately preceding paragraph
     shall be deemed to include, subject to the limitations set forth above, any
     legal or other expenses reasonably incurred by such indemnified party in
     connection with investigating or defending any such action or claim.
     Notwithstanding the provisions of this Section 4, the Selling Shareholder
     Parties shall not

                                       9



     be required to contribute any amount in excess of the amount by which the
     total price at which the Common Stock is sold to the public exceeds the
     amount of any damages that the Selling Shareholder Parties have otherwise
     been required to pay by reason of such untrue or alleged untrue statement
     or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The remedies provided for in this
     Section 4 are not exclusive and shall not limit any rights or remedies
     which may otherwise be available to any indemnified party at law or
     inequity.

          f. The indemnity and contribution provisions contained in this Section
     4 and the representations, warranties and other statements of the Company
     and the Selling Shareholder Parties contained in this Agreement shall
     remain operative and in full force and effect regardless of (i) any
     termination of this Agreement, and (ii) any investigation made by or on
     behalf of the Selling Shareholder Parties or any person controlling either
     of the Selling Shareholder Parties or the Company, its officers or
     directors or any person controlling the Company.

     5. Limitation on Sales of the Shares. Notwithstanding any other provision
in this Agreement to the contrary, if the Company's board of directors in good
faith determines in its sole discretion that public sales or distributions of
the Shares would interfere in any material respect with any transaction
involving the Company that, in the sole discretion of the Company's board of
directors, is material to the Company, then the Company's board of directors may
require that the Selling Shareholder refrain from effecting any public sales or
distributions of the Shares until the interference no longer exists.

     6. Expenses. The Company agrees to pay the following costs and expenses and
all other costs and expenses incident to the performance by it of its
obligations hereunder: (i) the preparation, printing or reproduction, and filing
of the Registration Statement, and each amendment or supplement thereto, if any;
(ii) the printing or reproduction and delivery (including postage, air freight
charges and charges for counting and packaging) to the Selling Shareholder of
such copies of the Prospectus as may be reasonably requested for use in
connection with the offering and sale of the Common Stock; (iii) the fees and
expenses of the Company's accountants and counsel; (v) the fees and expenses of
the Selling Shareholder Parties' counsel to the extent such fees exceed $20,000,
provided, however, the Company shall not be liable for any fees and expenses
related to the Selling Shareholder Parties' counsel in excess of an aggregate of
$70,000 (with the result that the Company will not be liable for more than a
total of $50,000), and (v) the performance by the Company of its other
obligations under this Agreement.

     7. Notices. Notice given pursuant to any provision of this Agreement shall
be in writing and shall be delivered :

                  if to the Company:

                  1333 West Loop South, Suite 1700
                  Houston, Texas 77027
                  Attention: Mike Jennings

                                       10



                  with a copy to:

                  Porter & Hedges, LLP
                  700 Louisiana Street
                  Houston, Texas 77002
                  Attention: Samuel N. Allen, Esq.

                  if to the Selling Shareholder,

                  Credit Lyonnais
                  c/o Credit Lyonnais New York Branch
                  1301 Avenue of the Americas, 13th Floor
                  New York, New York 10019
                  Attention: Richard Carlson

                  with a copy to:

                  Cadwalader, Wickersham & Taft LLP
                  100 Maiden Lane
                  New York, NY 10038
                  Attention: Louis J. Bevilacqua, Esq.

                  if to the Selling Shareholder Agent,

                  Credit Lyonnais Securities (USA), Inc.
                  1301 Avenue of the Americas, 13th Floor
                  New York, New York 10019
                  Attention: Richard Carlson

     8. Misc.

          a. Entire Agreement. This Agreement constitutes the entire
     understanding between the parties regarding the subject matter of this
     Agreement, and may be altered or changed only by written agreement of the
     parties.

          b. Representations and Indemnities to Survive Delivery. The respective
     indemnities, agreements, representations, warranties and other statements
     of the Company, and the Selling Shareholder Parties, set forth in or made
     pursuant to this Agreement will remain in full force and effect, regardless
     of any investigation made by or on behalf of the Selling Shareholder
     Parties or any of their partners, principals, members, officers or
     directors or any controlling persons, or made by or on behalf of the
     Company or any of its officers, directors or controlling persons.

          c. Construction. This Agreement shall be governed by and construed in
     accordance with the laws of the State of New York, without giving affect to
     the principals of conflicts of laws. The Company irrevocably submits to the
     jurisdiction of any court of the State of New York or the United States
     District Court of the Southern District of the State of New York for the
     purpose of any suit, action or other proceeding arising out of this
     Agreement or the transactions contemplated hereby, which is brought by or
     against the Company. Each of the Company (and, to the extent permitted by
     law, on behalf of the Company's equity holders and creditors) and the
     Selling Shareholder Parties hereby knowingly, voluntarily and irrevocably
     waives any right it may have to a trial by jury in respect of any claim
     based upon, arising out of or in connection with the indemnification
     provisions in Section 4.

                                       11



          d. Counterparts. This Agreement may be executed in one or more
     counterparts, and if so executed shall together constitute a single
     instrument.

          e. Headings. The headings and captions of this Agreement are inserted
     for convenience of reference only and shall not be deemed a part hereof or
     used in the construction or interpretation of this Agreement.

                                       12



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.

                              The Company

                              COOPER CAMERON CORPORATION

                              By:
                                  ----------------------------------------------
                                  Title:


                              The Selling Shareholder

                              CREDIT LYONNAIS

                              By:
                                  ----------------------------------------------
                                  Title:


                              The Selling Shareholder Agent

                              CREDIT LYONNAIS SECURITIES (USA) INC.

                              By:
                                  ----------------------------------------------
                                  Title:

                                       13

EX-5.1

                                                                     Exhibit 5.1

                                  April 2, 2003

Cooper Cameron Corporation
1333 West Loop South, Suite 1700
Houston, Texas 77027

         Re:   Registration Statement on Form S-3

Gentlemen:

     I have examined (i) the Amended and Restated Certificate of Incorporation
of Cooper Cameron Corporation, a Delaware corporation (the "Company"), (ii) the
Second Amended and Restated Bylaws of the Company, (iii) the corporate records
of the Company, and (iv) the Form S-3 Registration Statement (the "Registration
Statement") relating to the registration with the United States Securities and
Exchange Commission under the Securities Act of 1933 covering the offer and sale
of 1,006,500 shares of the Company's common stock, par value $.01 per share
("Common Stock") to be sold by the selling shareholder identified in the
Registration Statement, and have made such other examinations as I deemed
necessary to render the opinion set forth herein; and from such examinations I
am of the opinion that the shares of Common Stock have been validly issued and
are fully paid and nonassessable shares of Common Stock of the Company.

     I consent to the reference to me under the caption "Legal Matters" in the
Company's Form S-3 Registration Statement relating to the Common Stock and to
the filing of this opinion as an exhibit to the Registration Statement.


                                        Very truly yours,


                                        /s/  WILLIAM C. LEMMER
                                        ----------------------------------------
                                        William C. Lemmer
                                        Vice President, General Counsel and
                                        Secretary of Cooper Cameron Corporation

EX-10.1

                                                                    EXHIBIT 10.1

                              TERMINATION AGREEMENT

DATE:               April [__], 2003 [Effective Date]

TO:                 COOPER CAMERON CORPORATION ("Cooper")
                    Telephone No.: (713) 513-3336
                    Facsimile No.: (713) 513-3355

                    Attention:  Mike Jennings, Vice President and Treasurer

FROM:               CREDIT LYONNAIS NEW YORK BRANCH ("CLNY")
                    Telephone No.: (212) 261-7426
                    Facsimile No.:  (212) 459-3167
                    Attention:  Ricardo L. Gomes

SUBJECT:            Termination of two Share Swap Transactions having effective
                    dates of March 15, 2002 and August 12, 2002 each as between
                    Cooper and CLNY (collectively, the "Transactions")


WHEREAS, Credit Lyonnais purchased 1,006,500 shares (the "Hedge Shares") of
Cooper common stock in market transactions at the inception of the Transactions
to hedge its exposure under the Transactions;

WHEREAS, pursuant to the terms of the Transactions, the early termination of the
Transactions requires Cooper to register the Hedge Shares for resale under the
Securities Act of 1933, as amended; and

WHEREAS, Cooper filed a Registration Statement on Form S-3 with the Securities
and Exchange Commission (the "SEC") on [April __, 2003] (the "Registration
Statement"), which Registration Statement identifies Credit Lyonnais as the
selling shareholder thereunder.

NOW, THEREFORE, the parties hereto wish to set forth the terms and conditions
upon which the Transactions will be terminated. The purpose of this termination
agreement (this "Termination Agreement") is to confirm the terms and conditions
upon which the Cooper and CLNY agree to terminate the Transactions.




Capitalized terms used herein but not defined have the meaning set forth in the
Transactions, and to the extent not therein defined, as defined in the Selling
Shareholder Agreement among Cooper, Credit Lyonnais and Credit Lyonnais
Securities (USA) Inc.

1.   Termination of the Transactions:

     (a) Sale by Credit Lyonnais. Commencing on the Exchange Business Day on
     which the SEC declares the Registration Statement effective (the "Effective
     Date"), Credit Lyonnais will use good faith and commercially reasonable
     efforts to sell the Hedge Shares in the manner indicated under the caption
     "Plan of Distribution" in the Prospectus. Credit Lyonnais will continue
     such sales until the Exchange Business Day on which the aggregate proceeds
     of such sales equals $[______] plus the cumulative Additional Amounts for
     each calendar day from and including the Effective Date to and including
     the Termination Date (as defined herein) (the "Termination Amount", and
     the number of Hedge Shares so sold, the "Sold Hedge Shares"). This sale
     shall take place on one or more Exchange Business Days as Credit Lyonnais
     may determine in its good faith and commercially reasonable discretion.

     The "Additional Amount" for each date of determination, commencing on the
     Effective Date, equals the aggregate Fixed Amounts less the aggregate
     proceeds of the sales of the Hedge Shares received by Credit Lyonnais as of
     the end of such day multiplied by ___% divided by 360.

     (b) Delivery of Remaining Hedge Shares. To the extent the Sold Hedge Shares
     are less than the Hedge Shares, Credit Lyonnais will deliver the remaining
     Hedge Shares (the "Remaining Hedge Shares") to Cooper within three Exchange
     Business Days of the final sale of the Sold Hedge Shares, free and clear
     without any further consideration.

     (c) Payment of Shortfall by Cooper. To the extent Credit Lyonnais sells all
     the Hedge Shares and the proceeds are less than the Termination Amount,
     Cooper shall deliver to CLNY, within three Business Days of notice, USD in
     an amount equal to the Termination Amount less the aggregate proceeds of
     the sales of the Hedge Shares.

     (d) Market Disruption Event; Updates to the Prospectus. Upon the occurrence
     of (i) a Market Disruption Event, (ii) any event or condition which makes
     it necessary to amend or supplement the Registration Statement or the
     related prospectus as contemplated by Section 3(c) of the Selling
     Shareholder Agreement or (iii) an order by Cooper to halt sales of Hedge
     Shares pursuant to Section 5 of the Selling Shareholder Agreement, Credit
     Lyonnais shall immediately cease its sales of the Hedge Shares, and shall
     resume such sales on the first succeeding Exchange Business Day on which
     there is no such event.

     For this Agreement, a "Market Disruption Event" means the occurrence or
     existence at any time during the regular trading session on the Exchange on
     any Exchange Business Day of any suspension of or limitation imposed on
     trading (by


                                       -2-



     reason of movements in price exceeding limits permitted by the relevant
     Exchange or otherwise) in the Shares on the Exchange.

2.   Termination Date. When the final payments or deliveries contemplated in
     Section 1 above have been fully and finally made (the "Termination Date")
     CLNY and Cooper hereby agree that, as of the Termination Date: (a) the
     Transactions and all of the respective rights and obligations of CLNY and
     Cooper thereunder are cancelled and terminated; (b) CLNY releases and
     discharges Cooper from and agrees not to make any claim against Cooper with
     respect to any obligations of Cooper arising and to be performed in
     connection with the Transactions; and (c) Cooper releases and discharges
     CLNY from, and agrees not to make any claim against CLNY with respect to
     any obligations of CLNY arising and to be performed in connection with the
     Transactions. Each of CLNY and Cooper represents and acknowledges to the
     other that on and after the Termination Date, no amounts or deliveries are
     owed by CLNY or Cooper to the other with respect to the Transactions.

3.   Representations and Warranties. Each of CLNY and Cooper hereby represents
     and warrants to the other party that:

     (a) it is duly organized, validly existing and in good standing under the
     laws of its jurisdiction of organization;

     (b) it has full power, authority and right to execute, deliver and perform
     its duties and obligations under this Termination Agreement and has taken
     all necessary action to authorize the execution, delivery and performance
     by it of this Termination Agreement;

     (c) the execution and delivery of this Termination Agreement by it and its
     performance of and compliance with the terms of this Termination Agreement
     will not constitute a default under, or result in the breach or
     acceleration of, any material contract, agreement or other instrument to
     which it is a party or which may be applicable to it or any of its assets
     and to the extent it is a corporation, will not violate its certificate of
     incorporation, association or other constituent documents or by-laws;

     (d) this Termination Agreement has been duly executed and delivered by it
     and constitutes the legal, valid and binding obligations of it, enforceable
     in accordance with its terms, except as enforcement may be limited by the
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting the rights of creditors generally and general principles of
     equity;

     (e) it is not in violation, and the execution and delivery of this
     Termination Agreement by it and its performance and compliance with the
     terms hereof will not constitute a violation, of any order or decree of any
     court or any order or regulation of any federal, state, municipal or
     governmental agency having jurisdiction over it or its properties, which
     violation would reasonably be expected to have a material adverse effect on
     the condition (financial or otherwise) or operations of the it or its
     properties or on the performance of its duties hereunder;


                                       -3-




     (f) there are no actions or proceedings against, or investigations of, it
     pending, or, to the knowledge of it, threatened, before any court,
     administrative agency or other tribunal (i) that could reasonably be
     expected to prohibit its entering into this Termination Agreement, or (ii)
     that could reasonably affect the performance by it of its obligations
     under, or the validity or enforceability against it of, this Termination
     Agreement; and

     (g) no consent, approval, authorization or order of any court or
     governmental agency or body is required by it for the execution, delivery
     and performance by it of, or compliance by it with, the Termination
     Agreement, or for the consummation of the transactions contemplated by this
     Termination Agreement, except for such consents, approvals, authorizations
     and orders, if any, that have been obtained prior to the Effective Date.

The representations and warranties of each party set forth in this Section 3
shall survive the termination contemplated herein and shall survive the delivery
of this Termination Agreement by the parties hereto.

4.   Governing Law. This Termination Agreement shall be governed by, and
     construed and enforced in accordance with the laws of the State of New York
     (without reference to its choice of law doctrine) Each party waives any
     right it may have to a trial by jury in respect of any proceedings relating
     to this Termination Agreement.


                                Very truly yours,

                                CREDIT LYONNAIS NEW YORK BRANCH

                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

Agreed and Accepted By:
COOPER CAMERON CORPORATION

By:
   -----------------------------------------
   Name:
   Title:

                                       -4-

EX-23.2

                                                                    Exhibit 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Cooper Cameron
Corporation for the registration of 1,006,500 shares of its common stock and to
the incorporation by reference therein of our report dated January 27, 2003,
with respect to the consolidated financial statements of Cooper Cameron
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 2002, filed with the Securities and Exchange Commission.

                                                  /s/ Ernst & Young LLP
                                                  Ernst & Young LLP

Houston, Texas
April 1, 2003