8-K

UNITED STATES

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 19, 2009

Cameron International Corporation

______________________________________________

(Exact Name of Registrant as Specified in its Charter)

Delaware ___________________ (State or other jurisdiction of incorporation) 1-13884 _________________ (Commission File Number) 76-0451843 ___________________  (I.R.S. Employer Identification No.)

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement.

On August 19, 2009, Cameron International Corporation (the "Company") issued a press release announcing that its Board of Directors approved an amendment (the “Amendment”) to the Rights Agreement, dated as of October 1, 2007, between the Company and Computershare Trust Company, N.A. as Rights Agent.  The Amendment accelerates the expiration of the Company’s preferred stock purchase rights (the “Rights”) from the close of business on October 31, 2017 to the close of business on August 31, 2009.  On August 20, 2009, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware which has the effect of eliminating from the Company’s Certificate of Incorporation all references to the Series B Junior Participating Preferred Stock of the Company and returning these shares to the status of undesignated shares of authorized Preferred Stock of the Company.

Item 1.02	Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 of this Current Report on Form 8 K is hereby incorporated by reference in Item 1.02.

Item 3.03	Material Modifications to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on Form 8 K is hereby incorporated by reference in Item 3.03.

Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 1.01 of this Current Report on Form 8 K is hereby incorporated by reference in Item 5.03.

Item 9.01	Financial Statements and Exhibits.
(d)           Exhibits.

Exhibit Number	Description of Exhibit
4.1	Form of Amendment to Rights Agreement dated as of August 20, 2009, between Cameron International Corporation and Computershare Trust Company, N.A.
99.1	Press Release dated August 19, 2009 -- Cameron Terminates Rights Plan.

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.

CAMERON INTERNATIONAL CORPORATION

By:         /s/    William C. Lemmer   

  William C. Lemmer

  Senior Vice President and General Counsel

Date:  August 21, 2009

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Form of Amendment to Rights Agreement dated as of August 20, 2009, between Cameron International Corporation and Computershare Trust Company, N.A.
99.1	Press Release dated August 19, 2009 -- Cameron Terminates Rights Plan.

EX-4.1

Exhibit 4.1

FIRST AMENDMENT

TO

RIGHTS AGREEMENT

THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of August 20, 2009, is between CAMERON INTERNATIONAL CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent entered into the Rights Agreement, dated as of October 1, 2007 (the “Rights Plan”);

WHEREAS, Section 27 of the Rights Agreement permits the amendment of the Rights Agreement by the Board of Directors of the Company (the “Board”); and

WHEREAS, pursuant to a resolution duly adopted on August 19, 2009, the Board has determined that it is desirable and in the best interest of the Company to amend the Rights Agreement as set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.AMENDMENT OF SECTION 7(a)(i).  Section 7(a)(i) of the Rights Agreement is hereby amended in its entirety to read as follows:

(i) the Close of business on August 31, 2009 (the “Final Expiration Date”), or

2.EFFECTIVENESS.  This Amendment shall be effective as of the date hereof, and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.

3.GOVERNING LAW.  This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

4.COUNTERPARTS. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5.SEVERABILITY.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.DEFINED TERMS.  Capitalized terms used herein but not otherwise defined shall have the meaning given such terms in the Rights Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.

CAMERON INTERNATIONAL CORPORATION

By:

Name: 

Title:   

COMPUTERSHARE TRUST COMPANY, N.A.

By:

Name:                  

Title:                 

EX-99.1

Exhibit 99.1

2009-12

Contact:                 R. Scott Amann

Vice President, Investor Relations

(713) 513-3344

CAMERON TERMINATES RIGHTS PLAN

HOUSTON (August 19, 2009) – Cameron’s (NYSE: CAM) board of directors has approved amending its stockholders’ Rights Agreement to accelerate the expiration of the Rights to August 31, 2009.  The Rights had been slated to expire on October 31, 2017.  This action effectively terminates the Company’s Stockholder Rights Plan.

Cameron President and Chief Executive Officer Jack B. Moore said, “Our board took this action in response to the results of our last two director elections.  Many of our institutional stockholders chose to withhold votes from certain directors based on our continued maintenance of a rights plan.  Given our stockholders’ position on this matter, our board decided to terminate the plan.”

Cameron (NYSE: CAM) is a leading provider of flow equipment products, systems and services to worldwide oil, gas and process industries.

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Website: www.c-a-m.com