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): May 25, 2011

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 9.01 Financial Statements and Exhibits.

On May 25, 2011, Cameron issued a press release announcing it has priced a public offering of $250 million aggregate principal amount of 4.50% senior notes due 2021, $250 million aggregate principal amount of 5.95% senior notes due 2041 and $250 million of floating rate notes priced at 3 Mo. LIBOR + 0.93%, due 2014.  The sale of the senior notes is expected to settle on June 2, 2011, subject to customary closing conditions.  Cameron intends to use the net proceeds from the offering to purchase or redeem the Company’s 2.50% Convertible Senior Notes due 2026 and for general corporate purposes.

The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

    The following is being furnished as an exhibit to this report:

Exhibit Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cameron International Corporation, dated May 25, 2011 – Cameron Prices $750 Million of Senior Notes

.

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:   May 25, 2011

Cameron International Corporation

Current report on Form 8-K

Dated May 25, 2011

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
Exhibit 99.1	Press Release of Cameron International Corporation, dated May 25, 2011 – Cameron Prices $750 Million of Senior Notes

EX-99.1

Exhibit 99.1

2011-12

Contact:                      Jeff Altamari

Vice President, Investor Relations

(713) 513-3344

CAMERON PRICES $750  MILLION OF SENIOR NOTES

HOUSTON (May 25, 2011) – Cameron (NYSE: CAM) has priced a public offering of $250 million aggregate principal amount of 4.50% senior notes due 2021, $250 million aggregate principal amount of 5.95% senior notes due 2041 and $250 million of floating rate notes priced at 3 Mo. LIBOR + 0.93%, due 2014.  The sale of the senior notes is expected to settle on June 2, 2011, subject to customary closing conditions.  Cameron intends to use the net proceeds from the offering to purchase or redeem the Company’s 2.50% Convertible Senior Notes due 2026 and for general corporate purposes.

J.P. Morgan Securities LLC, Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit-Suisse Securities (USA) LLC, and RBS Securities Inc. are acting as book runners for the senior notes offering.  In addition, Banco Bilbao Vizcaya Argentaria, S.A., Standard Chartered Bank and UBS Securities LLC, are acting as Senior Co-Managers.  Copies of the prospectus supplement and the related base prospectus for the offering may be obtained by contacting J.P. Morgan Securities LLC at 383 Madison Ave., 3rd Floor, New York, New York 10179, Attention: High Grade Syndicate Desk, (212) 834-4533; or Morgan Stanley & Co. Incorporated at 180 Varick Street, New York, New York 10014, Attention: Prospectus Department, or toll-free at (866) 718-1649.  An electronic copy of the prospectus supplement and the related base prospectus will also be available on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov.

This offering is made pursuant to an effective shelf registration statement and prospectus filed by Cameron with the SEC.  This release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. This offering may be made only by means of a prospectus supplement and related base prospectus.

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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This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934, including the expected consummation of the offering described and the use of proceeds.  Forward-looking statements include estimates and give our current expectations or forecasts of future events.  Although we believe our forward-looking statements are reasonable, they can be affected by inaccurate assumptions or by known or unknown risks and uncertainties, and actual results may differ from the expectations expressed.