8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

___________________

CAMERON INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation or organization)	76-0451843 (I.R.S. Employer Identification Number)
1333 West Loop South, Suite 1700 Houston, Texas (Address of principal executive offices)	77027 (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Rights to Purchase Series B Junior	New York Stock Exchange
Participating Preferred Stock, par
value $0.01 per share

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:___________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the act:

N/A

(Title of class)

This Form 8-A/A (Amendment No. 1) is filed to amend the information set forth in the Registration Statement on Form 8-A (the “Form 8-A”) filed by Cameron International Corporation, a Delaware corporation (the “Company”), on October 3, 2007.

ITEM 1.

Description of Registrant’s Securities to be Registered.

Item 1 of the Form 8-A is hereby amended to add the following paragraph as the last paragraph of Item 1: On August 20, 2009, the Company entered into the First Amendment to Rights Agreement (the “Amendment”) to amend that certain Rights Agreement, dated as of October 1, 2007 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A. as Rights Agent.  The Amendment provides that the Rights (as defined in the Rights Agreement) will expire at the close of business on August 31, 2009.  The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.2 hereto and is incorporated by reference herein.

ITEM 2.
4.1	Rights Agreement dated as of October 3, 2007, between the Company and Computershare Trust Company, N.A., as Rights Agent (including exhibits thereto).  (Previously filed as Exhibit 4.1 to the Form 8-A filed with the Commission on October 3, 2007, Commission File No. 001-13884, and incorporated herein by reference).
4.2	Form of First Amendment to Rights Agreement, dated as of August 20, 2009, between the Company and Computershare Trust Company, N.A. as Rights Agent.

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	Rights Agreement dated as of October 3, 2007, between the Company and Computershare Trust Company, N.A., as Rights Agent (including exhibits thereto).  (Previously filed as Exhibit 4.1 to the Form 8-A filed with the Commission on October 3, 2007, Commission File No. 001-13884, and incorporated herein by reference).
4.2	Form of First Amendment to Rights Agreement, dated as of August 20, 2009, between the Company and Computershare Trust Company, N.A. as Rights Agent.

EX-4.2

Exhibit 4.2

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: