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 23, 2010

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:

[ ]           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 5.04 Temporary suspension of trading under employee benefit plans.

On August 23, 2010, Cameron International Corporation (the “Company”) sent a notice to its directors and executive officers notifying them that a blackout period affecting the Cameron International Corporation Retirement Savings Plan and the Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant (the “401(k) Plans”) that was previously scheduled for August 27, 2010 through the week of September 20, 2010 has been delayed until sometime in 2011 (the “Notice”).  As a result, the directors and executive officers will not be restricted from trading employer securities under Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR during this time frame.

The Notice updated a previous notice provided by the Company to its directors and executive officers notifying them that the 401(k) Plans would be entering a blackout period due to a transition of the trustee and recordkeeping services for the 401(k) Plans.  The Company provided the notice of the blackout period to the directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.   The transition of the trustee and recordkeeping services for the 401(k) Plans has been delayed resulting in the delay of the blackout period.

The dates of the new blackout period to be scheduled in 2011 are not known at this time.  Once the dates in 2011 are determined, an updated notice will be given to the directors and executive officers.

A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Notice to Directors and Executive Officers of Cameron International Corporation, dated August 23, 2010.

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 23, 2010

EX-99.1

Exhibit 99.1

IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND

RESTRICTIONS ON YOUR RIGHTS TO TRADE

CAMERON INTERNATIONAL CORPORATION COMMON STOCK DURING THE BLACKOUT PERIOD

To:	All Directors and Executive Officers of Cameron International Corporation
From:	Grace Holmes, Cameron International Corporation, 1333 West Loop South, Suite 1700,  Houston, TX
Date:	August 23, 2010 ·Blackout Period Scheduled for August 27, 2010 Through the Week of September 20, 2010 Delayed Until 2011.

You recently received a notice from Cameron International Corporation (“Cameron”), dated July 26, 2010, regarding a blackout period affecting the Cameron International Corporation Retirement Savings Plan and Individual Account Retirement Plan for Bargaining Unit Employees at the Cameron International Corporation Buffalo, New York Plant (the “401(k) Plans”).  You were notified of this blackout period because of a planned change in recordkeepers and change in the investment funds available under the 401(k) Plans.

The purpose of this notice is to inform you that the change of recordkeepers has been delayed several months so that certain preliminary work required for the change can be done in advance with the goal of shortening the required blackout period when it does occur.  The change in the investment funds available will also be delayed, but the new investment lineup is expected to be available in early October 2010.

As a result of these changes, the previously scheduled blackout period from August 27, 2010 through the week of September 20, 2010 is being delayed and, consequently, you will not be restricted from trading in Cameron stock as a requirement of any blackout period during that time frame.  Another notice will be provided to you when the new blackout period is scheduled.  Participants in the 401(k) Plans will have access to their accounts for all transactions until the change of recordkeepers occurs, which is currently anticipated to take place sometime in 2011.  A notice will be sent to participants in the 401(k) Plans and to you prior to any change in recordkeepers or change in investment lineup that causes a blackout period to occur in the future.

If you have questions or want additional information regarding this notice, please call me at (713) 513-3322 or William C. Lemmer at 713-513-3360.