8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)    August 14, 2002

Cooper Cameron Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-13884 76-0451843

1333 West Loop South, Suite 1700, Houston, Texas 77027

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code    (713) 513-3300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of Cooper Cameron Corporation (the “Company”) under the Securities Act of 1933.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

The following exhibits are furnished as part of this report:

Exhibit 99.1	Statement, dated August 14, 2002, of the principal executive officer of the Company regarding facts and circumstances relating to the Company’s Filings under the Securities Exchange Act of 1934.
Exhibit 99.2	Statement, dated August 14, 2002, of the principal financial officer of the Company regarding facts and circumstances relating to the Company’s Filings under the Securities Exchange Act of 1934.

Item 9. Regulation FD Disclosure.

On August 14, 2002, the principal executive officer and principal financial officer of the Company each submitted to the Securities and Exchange Commission a written statement regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934 pursuant to Securities and Exchange Commission Order No. 4-460. The Company is furnishing under Item 9 of this Current Report on Form 8-K copies of such statements as Exhibits 99.1 and 99.2 hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COOPER CAMERON CORPORATION
By:	/S/    WILLIAM C. LEMMER
	William C. Lemmer Vice President, General Counsel and Secretary

Date: August 14, 2002

EXHIBIT INDEX

Exhibit 99.1	Statement, dated August 14, 2002, of the principal executive officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934.
Exhibit 99.2	Statement, dated August 14, 2002, of the principal financial officer of the Company regarding facts and circumstances relating to the Company’s filings under the Securities Exchange Act of 1934.

EX-99.1

Exhibit 99.1

August 14, 2002

Statement Under Oath of Principal Executive Officer Regarding

Facts and Circumstances Relating To Exchange Act Filings

I, Sheldon R. Erikson, Chairman, President and Chief Executive Officer of Cooper Cameron Corporation, state and attest that:

1) To the best of my knowledge, based upon a review of the covered reports of Cooper Cameron Corporation, and except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

2) I have reviewed the contents of this statement with the Company’s Audit Committee.

3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K of Cooper Cameron Corporation for the fiscal year ended December 31, 2001, filed with the Commission;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Cooper Cameron Corporation filed with the Commission subsequent to the filing of the aforementioned Form 10-K and;

• any amendments to any of the foregoing.

/S/    SHELDON R. ERIKSON	Subscribed and sworn to before me this 13th day of August 2002.
Sheldon R. Erikson
Chairman, President & Chief Executive Officer
August 13, 2002

/S/    GRACE L. HUGHES      

Notary Public

My Commission Expires:

October 28, 2005

EX-99.2

Exhibit 99.2

August 14, 2002

Statement Under Oath of Principal Financial Officer Regarding

Facts and Circumstances Relating To Exchange Act Filings

I, Thomas R. Hix, Senior Vice President, Finance and Chief Financial Officer of Cooper Cameron Corporation, state and attest that:

1) To the best of my knowledge, based upon a review of the covered reports of Cooper Cameron Corporation, and except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

2) I have reviewed the contents of this statement with the Company’s Audit Committee.

3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K of Cooper Cameron Corporation for the fiscal year ended December 31, 2001, filed with the Commission;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Cooper Cameron Corporation filed with the Commission subsequent to the filing of the aforementioned Form 10-K and;

• any amendments to any of the foregoing.

/S/    THOMAS R. HIX	Subscribed and sworn to before me this 13th day of August 2002.
Thomas R. Hix
Senior Vice President, Finance and Chief Financial Officer
August 13, 2002

/S/    GRACE L. HUGHES      

Notary Public

My Commission Expires:

October 28, 2005