SC TO-I

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No.      )

Cooper Cameron Corporation

(Name of Subject Company (Issuer))

Cooper Cameron Corporation

(Names of Filing Persons (Issuer))

1.75% Convertible Senior Debentures due 2021

(Title of Class of Securities)

216640 AB8

(CUSIP Number of Class of Securities)

William C. Lemmer
Vice President, General Counsel and Secretary
Cooper Cameron Corporation
1333 West Loop South, Suite 1200
Houston, Texas 77027

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

with copies to:
Samuel N. Allen
Bryan K. Brown
Porter & Hedges, L.L.P.
700 Louisiana
Houston, Texas 77002
(713) 226-0600
(713) 228-1331

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
$200,000,000	$25,340.00

* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended. Based upon the maximum amount of cash that might be paid for the 1.75% Convertible Senior Debentures Due 2021 (the “Debentures”), assuming that all outstanding Debentures are purchased at a price of $1,000 per $1,000 principal amount. The amount of the filing fee, calculated in accordance with the Securities and Exchange Act of 1934, as amended, and the Fee Rate Advisory No. 7 issued by the Securities and Exchange Commission on January 26, 2004, equals $126.70 per $1,000,000 of the value of the Debentures proposed to be purchased.

TABLE OF CONTENTS

INTRODUCTORY STATEMENT
	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 3. Identity and Background of Filing Person.
	Item 4. Terms of the Transaction.
	Item 5. Past Contacts, Transactions, Negotiations and Agreements.
	Item 6. Purposes of the Transaction and Plans or Proposals.
	Item 7. Source and Amount of Funds or Other Consideration.
	Item 8. Interest in Securities of the Subject Company.
	Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
	Item 10. Financial Statements.
	Item 11. Additional Information.
	Item 12. Exhibits.
	Item 13. Information Required by Schedule 13E-3.
SIGNATURE
Offer to Purchase
Form of Letter of Transmittal
Form of Notice of Guaranteed Delivery
Form of Letter to Brokers, Dealers, Bankers
Press Release

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:                                                                                                

Form or Registration No.:                                                                                                

Filing Party:                                                                                                                        

Date Filed:                                                                                                                          

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o	third-party tender offer subject to Rule 14d-1.
x	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e- 3.
o	amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTORY STATEMENT

     This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to an offer by Cooper Cameron Corporation, a Delaware corporation (the “Company”), to purchase for cash all of its outstanding 1.75% Convertible Senior Debentures Due 2021 (the “Debentures”) at a purchase price of $1,000 per $1,000 principal amount of the Debentures, plus accrued and unpaid interest to, but not including, the payment date. Reference to a Debenture in the singular refers to a Debenture representing $1,000 principal amount at maturity.

     The Company is filing this Schedule TO. The Company’s offer for the Debentures is being made on the terms and subject to the conditions set forth in the attached Offer to Purchase dated April 6, 2004 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and, together with the Offer to Purchase, the “Tender Offer”). Copies of the Offer to Purchase and the Letter of Transmittal are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer will expire at 9:00 a.m., Eastern time, on May 5, 2004, unless extended or earlier terminated. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

     All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 11 in this Schedule TO except for those Items as to which information is specifically provided

Item 1. Summary Term Sheet.

     The information set forth in the under the caption “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

     (a) Name and Address. The name of the issuer of the Debentures is Cooper Cameron Corporation. The address of the principal executive offices of Cooper Cameron Corporation is 1333 West Loop South, Suite 1700, Houston, Texas 77027. Its telephone number is (713) 513-3300. The information set forth under the caption “The Company” in the Offer to Purchase is incorporated herein by reference.

     (b) Securities. This Schedule TO relates to the offer by the Company to purchase all outstanding Debentures at a purchase price of $1,000 per $1,000 principal amount of Debentures, plus accrued and unpaid interest to, but not including, the payment date. The information set forth under the caption “Description of Debentures” in the Offer to Purchase is incorporated herein by reference. As of April 6, 2004, there was $200,000,000 aggregate principal amount at maturity of the Debentures outstanding. As of April 6, 2004, each $1,000 principal amount at maturity of Debentures was convertible into 10.5158 shares of the Company’s common stock, par value $0.01 per share.

     (c) Trading Market and Price. The Debentures are not listed on any national securities exchange or automated quotation system. The information set forth under the caption “Market and Trading Information for the Debentures and Our Common Stock” in the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

     (a) Name and Address. Cooper Cameron Corporation is the filing person. The business address and telephone number of the Company are set forth under Item 2(a) of this Schedule TO. Pursuant to General Instruction C to Schedule TO, the following persons are the executive officers and/or directors of the Company:

Name	Title
Sheldon R. Erikson	President, Chief Executive Officer, Chairman of the Board and Director
Franklin Myers	Senior Vice President of Finance and Chief Financial Officer
John D. Carne	Vice President and President of Cooper Cameron Valves
William C. Lemmer	Vice President, General Counsel and Secretary
Jack B. Moore	Vice President and President of Cameron Division
Robert J. Rajeski	Vice President and President of Cooper Compression
Jane C. Schmitt	Vice President, Human Resources
Charles M. Sledge	Vice President and Corporate Controller
Nathan Avery	Director
C. Baker Cunningham	Director
Lamar Norsworthy	Director
Michael E. Patrick	Director
David Ross III	Director
Bruce W. Wilkinson	Director

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     The address of each such person is c/o Cooper Cameron Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027.

Item 4. Terms of the Transaction.

     (a) Material Terms.

     (1) Tender Offers.

     (i)-(iii), (v)-(viii), (xii) The information set forth under the captions “Summary Term Sheet;” “The Tender Offer;” and “Material United States Federal Income Tax Considerations”in the Offer to Purchase is incorporated herein by reference.

     (iv), (ix)-(xi) Not applicable.

     (2) Mergers and Similar Transactions. Not applicable.

     (b) Purchases. The Company will not purchase any Debentures from any of its officers, directors or affiliates.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     (e) Agreements Involving the Subject Company’s Securities. The information set forth under the caption “Description of Debentures” in the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     (a) Purposes. The information set forth under the caption “Purpose of the Tender Offer” in the Offer to Purchase is incorporated herein by reference.

     (b) Use of Securities Acquired. Any Debentures accepted for purchase by the Company pursuant to the Tender Offer will be canceled and retired.

     (c) Plans. Not applicable.

Item 7. Source and Amount of Funds or Other Consideration.

     (a) Source of Funds. The information set forth under the caption “Sources and Amount of Funds” in the Offer to Purchase is incorporated herein by reference.

     (b) Conditions. The information set forth under the caption “Sources and Amount of Funds” in the Offer to Purchase is incorporated herein by reference.

     (d) Borrowed Funds. The information set forth under the caption “Sources and Amount of Funds” in the Offer to Purchase is incorporated herein by reference.

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Item 8. Interest in Securities of the Subject Company.

     (a) Securities Ownership. To the best knowledge of the Company, no Debentures are beneficially owned by any person whose ownership would be required to be disclosed by this item.

     (b) Securities Transactions. Not applicable.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

     (a) Solicitations or Recommendations. The information set forth under the captions “The Tender Offer” and “Dealer Manager; Information Agent; Depositary” in the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements.

     (a) Financial Information. The Company’s audited consolidated financial statements included in its annual report on Form 10-K, as amended by Form 10-K/A, for the fiscal year ended December 31, 2003, are hereby incorporated by reference.

     (b) Pro Forma Information. Not applicable.

Item 11. Additional Information.

     (a) Agreements, Regulatory Requirements and Legal Proceedings.

     (1) None.

     (2) The Company is required to comply with federal and state securities laws and tender offer rules.

     (3) Not applicable.

     (4) Not applicable.

     (5) None.

     (b) Other Material Information. Not applicable.

Item 12. Exhibits.

(a)(1)(A) Offer to Purchase dated April 6, 2004.

(a)(1)(B) Form of Letter of Transmittal, including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(1)(C) Form of Notice of Guaranteed Delivery.

(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

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(a)(5) Press Release issued by the Company on April 6, 2004.

(d) Not applicable.

(g) Not applicable.

(h) Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not Applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cooper Cameron Corporation

By:   /s/ Franklyn Myers                    

Name: Franklin Myers

Title: Chief Financial Officer

Date: April 6, 2004

EX-99.A1.A

OFFER TO PURCHASE

Cooper Cameron Corporation

Offer to Purchase

for Cash any and all of its outstanding

1.75% Convertible Senior Debentures Due 2021

($200,000,000 Principal Amount at Maturity Outstanding)

(CUSIP NO. 216640 AB8)

The Tender Offer and your withdrawal rights will expire at 9:00 a.m., New York City time, on Wednesday, May 5, 2004, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”). Holders of Debentures (as defined below) must tender their Debentures before the Expiration Date to receive the Purchase Price (as defined below).

       Cooper Cameron Corporation (the “Company”) hereby offers to purchase for cash any and all of its outstanding 1.75% Convertible Senior Debentures due 2021 (the “Debentures”) for $1,000 per $1,000 principal amount of the Debentures, plus accrued and unpaid interest to, but not including, the Payment Date (as defined below) (the “Purchase Price”). The Debentures were issued on May 16, 2001, in an aggregate principal amount of $200,000,000, all of which was outstanding as of April 6, 2004.

      The Debentures are convertible into shares of our common stock at a conversion rate (subject to adjustment) of 10.5158 shares of common stock per $1,000 principal amount of Debentures, which is equal to a conversion price of $95.095 per share. Our common stock is listed on the New York Stock Exchange under the symbol “CAM.” On April 5, 2004, the closing price of our common stock, as reported on the New York Stock Exchange, was $44.59 per share.

      The offer (as it may be supplemented or amended from time to time, the “Tender Offer”) is being made upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be supplemented or amended from time to time, the “Offer to Purchase”) and the accompanying Letter of Transmittal (as it may be supplemented or amended from time to time, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer Documents”). Notwithstanding any other provision of the Tender Offer, our obligation to accept for purchase, and to pay for, any Debentures validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon: (a) our having obtained financing with terms and conditions satisfactory to us and in an amount not less than the amount required to purchase the Debentures tendered in the Tender Offer (the “Financing Condition”) and (b) satisfaction of certain other conditions.

      The Offer Documents contain or incorporate by reference important information that should be read before any decision is made with respect to the Tender Offer. See the section titled “Documents Incorporated by Reference.”

      Any questions or requests for assistance concerning the Tender Offer may be directed to UBS Investment Bank as Dealer Manager at the address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or any other documents may be directed to Georgeson Shareholder Communications (the “Information Agent”) at the address and telephone numbers set forth on the back cover of this Offer to Purchase. Beneficial owners also may contact their broker, dealer, commercial bank, trust company or other nominee (each, a “Custodian”) for assistance concerning the Tender Offer.

      None of the Company, its board of directors or employees, the Dealer Manager, the Depositary or the Information Agent or any of their respective affiliates makes any recommendation as to whether holders of Debentures (“Holders”) should tender their Debentures. See “The Tender Offer — Introduction”.

      See “Certain Considerations” and “Material United States Federal Income Tax Considerations” for a discussion of certain factors that should be considered in evaluating the Tender Offer.

The Dealer Manager for the Tender Offer is:

UBS Investment Bank

April 6, 2004

      No person has been authorized to give any information or to make any representations in connection with the Tender Offer other than those contained in this Offer to Purchase, and, if given or made, such information or representations should not be relied upon as having been authorized by us, the Dealer Manager, the Depositary, the Information Agent or the Trustee (as each of such terms is defined herein).

      This Offer to Purchase does not constitute an offer to purchase or the solicitation of an offer to sell Debentures in any jurisdiction in which, or to or from any person to or from whom it is unlawful to make such offer under applicable securities or “blue sky” laws. The delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained herein or incorporated herein by reference is correct as of any time after the date hereof or, in the case of information incorporated herein by reference, after the date thereof, or that there has been no change in the information set forth herein or incorporated herein by reference or in any attachments hereto or in the affairs of the Company or any of its subsidiaries or affiliates since the date hereof.

TABLE OF CONTENTS

	Page
Summary Term Sheet		1
The Company		5
Purpose of the Tender Offer		5
Sources and Amount of Funds		5
Certain Considerations		6
The Tender Offer		6
Market and Trading Information for the Debentures and Our Common Stock		13
Description of Debentures		14
Material United States Federal Income Tax Considerations		14
Dealer Manager; Information Agent; Depositary		17
Documents Incorporated By Reference		18
Available Information		18
Statement Regarding Forward-Looking Information		19
Miscellaneous		19
Offer to Purchase
Form of Letter of Transmittal
Form of Notice of Guaranteed Delivery
Form of Letter to Brokers, Dealers, Bankers
Press Release

i

SUMMARY TERM SHEET

      The following are answers to some of the questions that you, as a Holder, may have about the Tender Offer. We urge you to carefully read the remainder of this Offer to Purchase and the other documents that are incorporated in this document by reference because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this document and the documents incorporated by reference.

Information About the Tender Offer

Who is Offering to Purchase the Debentures?

•  Cooper Cameron Corporation, a Delaware corporation, is offering to purchase the Debentures.

What Class of Securities is the Subject of the Tender Offer?

•  We are offering to acquire any and all of our outstanding 1.75% Convertible Senior Debentures Due 2021, which we refer to as the “Debentures.” We issued the Debentures under a Supplemental Indenture, dated as of May 16, 2001, delivered pursuant to the Indenture, dated as of May 8, 1998, between us and J.P. Morgan Trust Company, National Association, as Trustee. We refer to those documents together as the “Indenture.”

Why is the Company Making the Tender Offer?

•  We are making the Tender Offer to repurchase any or all of the outstanding Debentures as a step in refinancing the indebtedness represented thereby. We will deliver the Debentures that we repurchase in the Tender Offer to the Trustee for cancellation and those Debentures will cease to be outstanding.

How Much is the Company Offering to Pay for the Debentures?

•  We are offering to pay $1,000 in cash plus accrued and unpaid interest to, but not including, the payment date for each $1,000 principal amount of Debentures. Under no circumstances will any interest be paid or payable because of any delay in the transmission of funds by the Depositary.

What are the Significant Conditions to the Tender Offer?

•  The Tender Offer is conditioned upon the Company’s obtaining financing for the full Purchase Price for the Debentures. You should read the section titled “The Tender Offer — Conditions of the Tender Offer — Financing Condition” for more information.

•  The Tender Offer is not conditioned on a minimum principal amount of Debentures being tendered. However, we may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the purchase of and payment for, Debentures tendered upon the occurrence of certain events, including material litigation, government investigations, national crisis or other events adversely affecting our business or the general markets. You should read the section titled “The Tender Offer — Conditions of the Tender Offer” for more information.

How Many Debentures Will the Company Purchase?

•  We will purchase for cash, upon the terms and subject to the conditions of the Tender Offer, any and all of the Debentures that are validly tendered and not properly withdrawn.

Does the Company Have the Financial Resources to Repurchase the Debentures?

•  Yes, assuming the financing condition is satisfied (see “The Tender Offer — Conditions of the Tender Offer — Financing Condition”). The Tender Offer is conditioned upon our having obtained financing with terms and conditions satisfactory to us and in an amount not less than the amount required to pay the aggregate Purchase Price for the Debentures. We currently intend to obtain those funds through the public or private sale of our debt or convertible debt securities. We also intend to arrange a short-term liquidity facility that will be available to fund the Purchase Price if we are unable to complete the sale of our securities on acceptable terms. You should read the section titled “Sources and Amount of Funds” for more information.

1

What is the Market Value of the Debentures?

•  To the extent that Debentures are traded, prices for the Debentures fluctuate greatly. Holders are urged to contact their brokers to obtain the best available information as to current prices. As of April 6, 2004, the Debentures were convertible into common stock at the rate of 10.5158 shares of common stock for each $1,000 principal amount of Debentures, which is equal to a conversion price of $95.095 per share. Our common stock is listed on the New York Stock Exchange under the symbol “CAM.” On April 5, 2004, the closing price of our common stock, as reported on the New York Stock Exchange, was $44.59 per share.

What is the Process for Tendering Debentures?

•  There are three ways to tender your Debentures, depending upon the manner in which you hold your Debentures:

•  If your Debentures are held of record by The Depository Trust Company, or DTC, you may tender them through DTC’s Automated Tender Offer Program (“ATOP”).

•  If your Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, meaning your Debentures are owned in “street name,” then you must instruct your broker, dealer, commercial bank, trust company or other nominee to tender your Debentures.

•  If your Debentures are registered in your name, (a) complete and sign the Letter of Transmittal or a facsimile copy in accordance with the instructions to the Letter of Transmittal, (b) mail or deliver it and any other required documents to the Depositary and (c) either deliver the certificates for the tendered Debentures to the Depositary or transfer your Debentures pursuant to the book-entry transfer procedures described in this Offer to Purchase.

You should read the section titled “The Tender Offer — Procedures For Tendering Debentures” for more information on how to tender your Debentures.

When Does the Tender Offer Expire?

•  The Tender Offer will expire at 9:00 a.m., New York City time, on Wednesday, May 5, 2004, unless extended or earlier terminated by us, in our sole discretion.

May the Tender Offer be Extended, Amended or Terminated and Under What Circumstances?

•  We may extend the Tender Offer until the conditions to the completion of the Tender Offer described in the section titled “The Tender Offer — Conditions of the Tender Offer” are satisfied, and if those conditions are not satisfied by the Expiration Date, we may terminate the Tender Offer. To the extent we are legally permitted to do so, we may amend the Tender Offer in any respect at any time in our sole discretion. If we extend the Tender Offer, we will delay the acceptance of any Debentures that have been tendered. We may terminate the Tender Offer under certain circumstances. You should read the section titled “The Tender Offer — Expiration Date; Extension; Amendment; Termination” for more information.

How Will Holders of Debentures be Notified if the Tender Offer is Extended?

•  If we extend the Tender Offer, we will notify you as promptly as practicable by a public announcement, which will be issued no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the Dow Jones News Service. You should read the section titled “The Tender Offer — Expiration Date; Extension; Amendment; Termination” for more information.

•  In addition, if we materially change the terms of the Tender Offer or the information concerning the Tender Offer, or if we waive a material condition of the Tender Offer, we will disseminate additional tender offer materials and extend the Tender Offer to the extent required by Rule l3e-4(d)(2) and Rule 13e-4(e)(3) under the Securities Exchange Act of 1934, as amended.

2

When Will Holders Receive Payment for Tendered Debentures?

•  You will receive payment for your Debentures promptly after the date on which we accept all Debentures properly tendered and not validly withdrawn. We refer to the date that payment of the Purchase Price for the Debentures will be made as the “Payment Date.” Depending on the type of financing obtained and the timing of obtaining that financing (see “Sources and Amount of Funds” and “The Tender Offer — Conditions of the Tender Offer — Financing Condition”), acceptance of the Debentures for purchase and the Payment Date could be deferred for several days following the Expiration Date. Accrued and unpaid interest will be paid to, but not including, the Payment Date. Under no circumstances will any interest be paid or payable because of any delay in the transmission of funds by the Depositary. You should read the section titled “The Tender Offer — Acceptance of Debentures for Purchase; Payment for Debentures” for more information.

Can Holders Withdraw Tendered Debentures?

•  You may withdraw your tendered Debentures at any time on or before the Tender Offer expires at 9:00 a.m., New York City time, on May 5, 2004, or, if the Tender Offer is extended, the time and date when the extended Tender Offer expires. You may also withdraw your Debentures if we have not accepted them for payment by May 15, 2004.

How Do Holders Withdraw Previously Tendered Debentures?

•  To withdraw your previously tendered Debentures, you must deliver a written or facsimile transmission (or a properly transmitted “Request Message” through ATOP) notice of withdrawal with the required information to the Depositary on the address on the back cover of this Offer to Purchase before your right to withdraw has expired. You may not rescind a withdrawal of tendered Debentures. However, you may retender your Debentures by again following the proper tender procedures. You should read the section titled “The Tender Offer — Withdrawal of Tenders” for more information on how to withdraw previously tendered Debentures.

What Happens to Debentures that are Not Tendered?

•  Any Debentures that remain outstanding after the completion of the Tender Offer will continue to be our obligations. Holders of those outstanding Debentures will continue to have all the rights associated with those Debentures. You should read the section titled “Certain Considerations — Treatment of Debentures Not Tendered in the Tender Offer.”

May Holders Still Convert Debentures into Shares of the Company’s Common Stock? What is the Conversion Rate?

•  Yes. However, if you tender your Debentures in the Tender Offer, you may convert your Debentures only if you properly withdraw your Debentures before your right to withdraw has expired. The Debentures are convertible into shares of our common stock at the conversion rate (subject to adjustment) of 10.5158 shares of our common stock for each $1,000 principal amount of Debentures, which is equal to a conversion price of $95.095 per share. Our common stock is listed on the New York Stock Exchange under the symbol “CAM.” On April 5, 2004, the closing price of our common stock, as reported on the New York Stock Exchange, was $44.59 per share.

What are the Tax Consequences to Holders if They Tender Their Debentures?

•  Holders should consult their own tax advisors regarding the federal, state, local and foreign income, franchise, personal property and any other tax consequences of the tendering of the Debentures pursuant to the Tender Offer. A U.S. Holder who sells Debentures to the Company pursuant to the Tender Offer will generally recognize gain or loss in an amount equal to the difference between the amount received in exchange for the Debentures and such Holder’s adjusted tax basis in the Debentures sold. See “Material United States Federal Income Tax Considerations — Consequences to Tendering U.S. Holders.” Non-U.S. Holders should refer to “Material United States Federal Income Tax Considerations — Consequences to Tendering Non-U.S. Holders” for a discussion of certain U.S. federal income tax consequences applicable to Non-U.S. Holders who tender their Debentures pursuant to the Tender Offer, including the possible imposition of a 30% withholding tax and the taxation of any gain recognized on the sale.

3

Do Holders Have to Pay a Brokerage Commission for Tendering Debentures?

•  No brokerage commissions are payable by Holders to the Company, the Dealer Manager, the Trustee, the Depositary or the Information Agent in connection with the tender of your Debentures in the Tender Offer. Except as set forth in Instruction 8 to the Letter of Transmittal, we will pay any transfer taxes with respect to the transfer and sale of Debentures pursuant to the Tender Offer.

Where Can Holders Get More Information Regarding the Tender Offer?

•  If you have any questions or requests for assistance or for additional copies of this Offer to Purchase or the Letter of Transmittal, please contact Georgeson Shareholder Communications, the Information Agent for the Tender Offer, at 800-387-8819. You may also contact us by writing or call us at Cooper Cameron Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027, attention: Corporate Secretary, telephone: 713-513-3322. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee through which they hold their Debentures with questions and requests for assistance.

Is the Company Making Any Recommendation About the Tender Offer?

      Neither we nor the Dealer Manager, the Depositary, the Information Agent or the Trustee makes any recommendation as to whether or not you should tender your Debentures pursuant to the Tender Offer. Holders should determine whether or not to tender their Debentures pursuant to the Tender Offer based upon, among other things, their own assessment of the current market value of the Debentures, liquidity needs and investment objectives.

Information About the Debentures

What is the Amount of Currently Outstanding Debentures?

      As of April 6, 2004, there was $200,000,000 aggregate principal amount of Debentures outstanding.

What is the Conversion Rate of the Debentures?

•  The Debentures are convertible into shares of our common stock at the conversion rate (subject to adjustment) of 10.5158 shares of our common stock for each $1,000 principal amount of Debentures, which is equal to a conversion price of $95.095 per share. Our common stock is listed on the New York Stock Exchange under the symbol “CAM.” On April 5, 2004, the closing price of our common stock, as reported on the New York Stock Exchange, was $44.59 per share.

Do Holders Have Any Rights to Require the Company to Repurchase the Debentures?

•  The Debentures may be redeemed at our option on or after May 18, 2006, at a price of $1,000 per $1,000 aggregate principal amount, plus accrued and unpaid interest to the redemption date. We are obligated to repurchase, at the option of the Holder, Debentures held by a Holder on May 18, 2006, May 18, 2011, and May 18, 2016, at a purchase price equal to the principal amount plus accrued and unpaid interest. The purchase prices may be paid, at our option, in cash or our common stock or in any combination thereof.

•  If we undergo fundamental change as defined in the Indenture, including a change of control, each Holder may require us to purchase all or a portion of the Holder’s Debentures at a price equal to the principal amount of the Debentures plus accrued and unpaid interest.

      In this Offer to Purchase, “Cooper Cameron Corporation”, “we,” “us” and “our” refer to Cooper Cameron Corporation and its consolidated subsidiaries, unless the context requires otherwise.

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THE COMPANY

      Cooper Cameron Corporation designs, manufactures, markets and services equipment used by the oil and gas industry and industrial manufacturing companies. We are a leading international manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications. We also are a leading manufacturer of integrally geared centrifugal air compressors, separable gas compressors and turbochargers. We operate internationally and have manufacturing plants and service centers in numerous locations, including the United States, the United Kingdom, Canada, France, Norway, Ireland, Singapore, Germany, The Netherlands, Australia, Mexico, Argentina, Nigeria and Brazil.

      Our operations are currently organized into three business segments:

•  Cameron;

•  Cooper Cameron Valves; and

•  Cooper Compression.

      In February 2004, we acquired Petreco International Inc., a supplier of oil and gas separation products, for approximately $90 million, net of cash acquired and debt assumed. Petreco’s revenues in 2003 were approximately $117 million, and its income before taxes was approximately $12 million. Petreco is a market-leader in highly engineered custom processing products for the worldwide oil and gas industry. This acquisition will increase our presence in the oil and gas separation market and will complement our existing business.

      Our common stock is traded on the New York Stock Exchange under the symbol “CAM.”

      Our principal executive offices are located at 1333 West Loop South, Suite 1700, Houston, Texas 77027. Our telephone number at that location is (713) 513-3300.

      Additional information regarding the Company, its affiliates and its operations is included in the reports incorporated by reference in this Offer to Purchase. See “Documents Incorporated by Reference” and “Available Information.”

PURPOSE OF THE TENDER OFFER

      The principal purpose is to acquire all of the outstanding Debentures as a step in refinancing the indebtedness represented thereby. We will deliver the Debentures that we repurchase in the Tender Offer to the Trustee for cancellation, and those Debentures will cease to be outstanding.

SOURCES AND AMOUNT OF FUNDS

      The amount of funds required by the Company to purchase all the Debentures pursuant to the Tender Offer and to pay all fees and expenses in connection therewith is estimated to be approximately $200,500,000 plus approximately $1,750,000 in accrued interest.

      The Company’s obligation to accept for purchase and pay the Purchase Price for Debentures validly tendered pursuant to the Tender Offer is subject to the Financing Condition as described under “The Tender Offer — Conditions of the Tender Offer — Financing Condition.” We currently intend to obtain the funds necessary to pay the Purchase Price through the public or private sale of our debt or convertible debt securities. In addition, we are negotiating with several potential lenders to obtain a short-term liquidity facility that will be available to fund the Purchase Price if we are unable to complete the sale of our securities on acceptable terms. If we are unable to complete one of these financings on terms and conditions satisfactory to us, we will not be required to accept for payment, purchase, or pay for, and may delay the acceptance for payment of, any tendered Debentures, in each event subject to Rule 14e-1(c) under the Exchange Act, and may terminate the Tender Offer.

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CERTAIN CONSIDERATIONS

      In deciding whether to participate in the Tender Offer, each Holder should consider carefully, in addition to the other information contained or incorporated by reference in this Offer to Purchase, the information below:

Limited Trading Market

      The Debentures are not listed on any national or regional securities exchange or reported on a national quotation system. To the extent that Debentures are traded, prices for the Debentures may fluctuate greatly. In addition, quotations for securities that are not widely traded, such as the Debentures, may differ from actual trading prices and should be viewed as approximations. Holders are urged to contact their brokers to obtain the best available information as to current prices. To the extent that Debentures are tendered and accepted in the Tender Offer, the trading market for the Debentures would become more limited. Therefore, the market price for Debentures not tendered or not purchased may be affected adversely to the extent that the principal amount of Debentures tendered pursuant to the Tender Offer reduces the float. The reduced float also may tend to make the trading price more volatile. Holders of Debentures not tendered or not purchased may attempt to obtain quotations for their Debentures from their brokers; however, there can be no assurance that any trading market will exist for the Debentures following consummation of the Tender Offer. The extent of the public market for the Debentures following consummation of the Tender Offer will depend upon, among other things, the remaining outstanding principal amount of Debentures after the Tender Offer, the number of Holders of such Debentures remaining at such time and the interest in maintaining a market in the Debentures on the part of securities firms and other factors.

Ranking of Debentures

      As our senior unsecured obligations, any Debentures not tendered and purchased will continue to be effectively subordinated to all our existing and future secured indebtedness, as well as any indebtedness of our subsidiaries.

Treatment of Debentures Not Tendered in the Tender Offer

      Debentures not tendered and purchased in the Tender Offer will remain outstanding. The terms and conditions governing the Debentures, including the covenants and other protective provisions contained in the Indenture, will remain unchanged. No amendment to the Indenture is being sought.

      From time to time in the future we or our subsidiaries may acquire Debentures that are not tendered in the Tender Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise upon such terms and at such prices as we or they may determine, which may be more or less than the price to be paid pursuant to the Tender Offer, and could be for cash or other consideration. Alternatively, we may, subject to certain conditions, redeem any and all of the Debentures not purchased pursuant to the Tender Offer at any time that we are permitted to do so under the Indenture. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) we or any of our subsidiaries will choose to pursue in the future.

THE TENDER OFFER

      The Offer Documents contain important information that should be read carefully before any decision is made with respect to the Tender Offer, and you should also consult with your financial and legal advisers, as appropriate.

Introduction

      The Company hereby offers, upon the terms and subject to the conditions set forth in the Offer Documents, to purchase for cash any and all of the outstanding Debentures that are validly tendered (and not validly withdrawn) to the Depositary on or before the Expiration Date for the consideration described below. We will accept tenders of Debentures in principal amounts of $1,000 or integral multiples thereof.

      Tenders of Debentures pursuant to the Tender Offer may be validly withdrawn at any time before the Expiration Date by following the procedures described herein. A Holder who validly withdraws previously tendered Debentures will

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not receive the Purchase Price unless such Debentures are retendered on or before the Expiration Date and accepted for payment in accordance with the terms and conditions of the Tender Offer.

      We have reserved the right to extend, amend or terminate the Tender Offer. See “— Expiration Date; Extension; Amendment; Termination.”

      Our board of directors has approved our making of the Tender Offer; however, none of the Company, our board of directors or employees, the Dealer Manager, the Depositary or the Information Agent or their respective affiliates make any recommendation to any Holder of Debentures as to whether to tender or refrain from tendering all or any portion of such Holder’s Debentures. Holders must make their own decision whether to tender Debentures. Holders are urged to review carefully all of the information contained or incorporated by reference in this Offer to Purchase. Holders should consult their own financial and tax advisors and must make their own decision as to whether to tender debentures and if so the amount of Debentures to tender.

Purchase Price

      The Purchase Price for each $1,000 principal amount of Debentures accepted for payment pursuant to the Tender Offer shall be $1,000, plus accrued and unpaid interest to, but not including, the Payment Date, payable in cash.

      Payment for Debentures validly tendered and accepted for payment will be made by the deposit of immediately available funds by us with the Depositary. The Depositary will act as agent for the tendering Holders for the purpose of receiving payments from us and transmitting such payments to Holders.

Expiration Date; Extension; Amendment; Termination

      The Tender Offer will expire at 9:00 a.m., New York City time, on Wednesday, May 5, 2004, unless extended or earlier terminated by us. If the Tender Offer is extended, the term “Expiration Date” shall mean the time and date on which the Tender Offer, as so extended, shall expire. We expressly reserve the right to extend the Tender Offer from time to time or for such period or periods as we may determine in our sole discretion by giving oral (to be confirmed in writing) or written notice of such extension to the Depositary and by making a public announcement by press release to the Dow Jones News Service at or before 9:00 a.m., New York City time, on the next business day following the previously scheduled Expiration Date. During any extension of the Tender Offer, all Debentures previously tendered and not accepted for purchase will remain subject to the Tender Offer and may, subject to the terms and conditions of the Tender Offer, be accepted for purchase by the Company.

      To the extent we are legally permitted to do so, we expressly reserve the right, in our sole discretion, at any time to (i) waive any condition of the Tender Offer, (ii) amend any of the terms of the Tender Offer, or (iii) modify the Purchase Price. Any waiver or amendment to the Tender Offer will apply to all Debentures tendered pursuant to the Tender Offer. If we make a material change in the terms of the Tender Offer or waive a material condition of the Tender Offer, we will give oral (to be confirmed in writing) or written notice of such amendment or such waiver to the Depositary and will disseminate additional Offer Documents and will extend the Tender Offer to the extent required by law.

      We expressly reserve the right, in our sole discretion, to terminate the Tender Offer for any reason, including, without limitation, that the conditions of the Tender Offer are not satisfied. Any such termination will be followed promptly by public announcement thereof. If we terminate the Tender Offer, we shall give immediate notice thereof to the Depositary, and all Debentures theretofore tendered and not accepted for payment shall be returned promptly to the tendering Holders thereof. If the Tender Offer is withdrawn or otherwise not completed, the Purchase Price will not be paid or become payable. See “— Withdrawal of Tenders;” and “— Conditions of the Tender Offer.”

Acceptance of Debentures for Purchase; Payment for Debentures

      Upon the terms and subject to the conditions of the Tender Offer, we will accept for purchase all Debentures validly tendered pursuant to the Tender Offer and not validly withdrawn. We reserve the right to accept for purchase and pay for all Debentures validly tendered on or before the Expiration Date and to keep the Tender Offer open or extend the Expiration Date to a later date and time announced by us. We will pay for all Debentures accepted for purchase promptly after the date on which we accept all Debentures properly tendered and not withdrawn.

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      We expressly reserve the right, in our sole discretion, to

•  delay acceptance for purchase of Debentures tendered under the Tender Offer or the payment for Debentures accepted for purchase (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the Holders thereof promptly after the termination or withdrawal of a tender offer), or

•  terminate the Tender Offer and not accept for purchase any Debentures not theretofore accepted for purchase, if any of the conditions set forth under “— Conditions of the Tender Offer” shall not have been satisfied or waived by the Company.

In all cases, payment for Debentures accepted for purchase pursuant to the Tender Offer will be made only after timely receipt by the Depositary of certificates representing the Debentures (or confirmation of book-entry transfer thereof), a properly completed and duly executed Letter of Transmittal related thereto (or a facsimile thereof or satisfaction of DTC’s ATOP procedures) and any other documents required thereby.

      For purposes of the Tender Offer, we will be deemed to have accepted for purchase validly tendered Debentures if, as and when we give oral (confirmed in writing) or written notice thereof to the Depositary. Payment for Debentures accepted for purchase in the Tender Offer will be made by us by depositing such payment with the Depositary. The Depositary will act as agent for the tendering Holders for the purpose of receiving the Purchase Price and transmitting the Purchase Price (and accrued and unpaid interest up to, but not including, the Payment Date) to such Holders. Upon the terms and subject to the conditions of the Tender Offer, delivery by the Depositary of the Purchase Price shall be made on the Payment Date for Debentures that have been validly tendered and not validly withdrawn before the Expiration Date.

      Tenders of Debentures pursuant to the Tender Offer will be accepted only in principal amounts equal to $1,000 or any integral multiple thereof.

      If, for any reason, acceptance for purchase of, or payment for, validly tendered Debentures pursuant to the Tender Offer is delayed or we are unable to accept for purchase, or to pay for, validly tendered Debentures pursuant to the Tender Offer, then the Depositary may, nevertheless, on our behalf, retain tendered Debentures, without prejudice to our rights described under “— Expiration Date; Extension; Amendment; Termination”; “— Conditions of the Tender Offer”; and “— Withdrawal of Tenders” (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the Holders thereof promptly after the termination or withdrawal of a tender offer).

      If any tendered Debentures are not accepted for purchase for any reason pursuant to the terms and conditions of the Tender Offer, or if certificates are submitted evidencing more Debentures than those which are tendered, certificates evidencing unpurchased Debentures will be returned, without expense, to the tendering Holder, unless otherwise requested by such Holder in the box labeled “A. Special Issuance/ Delivery Instructions” in the Letter of Transmittal (or, in the case of any Debentures tendered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below) pursuant to the procedures set forth under the caption “Procedures for Tendering Debentures,” such Debentures will be credited to the account maintained at the Book-Entry Transfer Facility from which such Debentures were delivered), promptly following the Expiration Date or the termination of the Tender Offer.

      The Company reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Debentures tendered pursuant to the Tender Offer, but any such transfer or assignment will not relieve the Company of its obligations under the Tender Offer and will in no way prejudice the rights of tendering Holders to receive payment for their Debentures validly tendered and not validly withdrawn and accepted for payment pursuant to the Tender Offer.

      Holders whose Debentures are tendered and accepted for purchase pursuant to the Tender Offer will be entitled to accrued and unpaid interest on their Debentures up to, but not including, the Payment Date. Under no circumstances will any additional interest be payable because of any delay in the transmission of funds to the Holders of purchased Debentures or otherwise.

      Tendering Holders of Debentures purchased in the Tender Offer will not be obligated to pay brokerage commissions, fees or transfer taxes with respect to the purchase of their Debentures unless the box labeled “A. Special Issuance/ Delivery Instructions” or the box labeled “B. Special Payment Instructions” on the Letter of Transmittal has been

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completed, as described in the Instructions thereto. The Company will pay all other charges and expenses in connection with the Tender Offer. See “Dealer Manager; Information Agent; Depositary” and “Miscellaneous.”

Procedures for Tendering Debentures

      There are three ways to tender your Debentures, depending on the manner in which you hold your Debentures:

•  If your Debentures are held of record by DTC, you may tender them through DTC’s Automated Tender Offer Program.

•  If your Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, meaning your Debentures are owned in “street name,” then you must instruct your broker, dealer, commercial bank, trust company or other nominee to tender your Debentures.

•  If your Debentures are registered in your name, you should

•  Complete and sign the Letter of Transmittal or a facsimile copy in accordance with the instructions to the Letter of Transmittal,

•  Mail or deliver the Letter of Transmittal and any other required documents to the Depositary, and

•  Either deliver the certificates for the tendered Debentures to the Depositary or transfer your Debentures pursuant to the book-entry transfer procedures described under “Book Entry Transfer”.

      A Holder with Debentures registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact and instruct that broker, dealer, commercial bank, trust company or other nominee if such holder desires to tender those Debentures. To be valid, tenders must be received by the Depositary on or before the Expiration Date.

      Valid Tender. For a Holder to validly tender Debentures pursuant to the Tender Offer, a properly completed and duly executed Letter of Transmittal or facsimile thereof, with any required signature guarantee, or in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal, and any other required documents, must be received by the Depositary at the address set forth on the back cover of this Offer to Purchase on or before the Expiration Date. In addition, or on before the Expiration Date, either

•  such Debentures must be transferred pursuant to the procedures for book-entry transfer, and a confirmation of such tender must be received by the Depositary, including an Agent’s Message if the tendering Holder has not delivered a Letter of Transmittal, or

•  certificates for tendered Debentures must be received by the Depositary at such address.

      The term “Agent’s Message” means a message transmitted by DTC, received by the Depositary and forming part of the Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the DTC participant tendering Debentures that are the subject of such Book-Entry Confirmation that such DTC participant has received and agrees to be bound by the terms of the Tender Offer as set forth in this Offer to Purchase and the Letter of Transmittal and that the Company may enforce such agreement against such participant. Holders desiring to tender their Debentures before the Expiration Date through ATOP should note that such Holders must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC before such date.

      If the Debentures are held of record in the name of a person other than the signer of the Letter of Transmittal, or if certificates for unpurchased Debentures are to be issued to a person other than the registered Holder, the Debentures must be endorsed or accompanied by appropriate instruments of transfer entitling the signer of the Letter of Transmittal to tender the Debentures on behalf of the registered Holder, in any case signed exactly as the name of the registered Holder appears on the Debentures, with the signatures on the certificates or instruments of transfer guaranteed as described below.

      The method of delivery of Debentures, the Letter of Transmittal and all other required documents to the Depositary is at the election and risk of the Holder tendering Debentures. Delivery of such documents will be deemed made only when actually received by the Depositary. If such delivery is by mail, it is suggested that the Holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date, to permit delivery to the Depositary before the Expiration Date.

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      No alternative, conditional or contingent tenders of Debentures will be accepted.

      Signature Guarantees. Signatures on the Letter of Transmittal must be guaranteed by a firm that is a participant in the Securities Transfer Agents Medallion Program or the Stock Exchange Medallion Program (generally a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States) (an “Eligible Institution”), unless the tendered Debentures are tendered:

•  by the registered Holder of such Debentures, or by a participant in DTC whose name appears on a security position listing as the owner of such Debentures, and neither the box labeled “B. Special Payment Instructions” nor the box labeled “A. Special Issuance/ Delivery Instructions” on the Letter of Transmittal has been completed, or

•  such Debentures are tendered for the account of an Eligible Institution.

      Book-Entry Transfer. Within two business days after the date of this Offer to Purchase, the Depositary will establish an account with respect to the Debentures at DTC for purposes of the Tender Offer. Any financial institution that is a participant in the DTC system and whose name appears on a security position listing as the owner of the Debentures may make book-entry delivery of Debentures by causing DTC to transfer such Debentures into the Depositary’s account in accordance with the DTC’s procedures for such transfer. The confirmation of a book-entry transfer of Debentures into the Depositary’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.” Although delivery of Debentures may be effected through book-entry at DTC, the Letter of Transmittal or facsimile thereof, with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must be transmitted to and received by the Depositary on or before the Expiration date at the address set forth on the back cover of this Offer to Purchase. Delivery of documents to DTC does not constitute delivery to the Depositary.

      Other Matters. Notwithstanding any other provision hereof, payment for Debentures accepted for payment pursuant to the Tender Offer will in all cases be made only after timely receipt by the Depositary of (i) certificates for, or a timely Book-Entry Confirmation with respect to, such Debentures, (ii) a properly completed and validly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and (iii) any other documents required by the Letter of Transmittal. Under no circumstances will interest be paid on the Purchase Price, regardless of any delay in making such payments.

      Tenders of Debentures pursuant to any of the procedures described above, and acceptance thereof by the Company for purchase, will constitute a binding agreement between the Company and the tendering Holder of such Debentures, upon the terms and subject to the conditions of the Tender Offer.

      By executing the Letter of Transmittal as set forth above (or by tendering Debentures through book-entry transfer), and subject to and effective upon acceptance for purchase of, and payment for, the Debentures tendered therewith, a tendering Holder (i) represents and warrants that (a) such Holder has the full power and authority to tender, sell, assign and transfer the tendered Debentures and (b) when the Debentures are accepted for payment by us, we will acquire good and unencumbered title to such Debentures, free and clear of all liens, restrictions, charges and encumbrances and not subject to adverse claims or rights, (ii) irrevocably sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all the Debentures tendered thereby, (iii) waives any and all other rights with respect to the Debentures (including, without limitation, the tendering Holder’s waiver of any existing or past defaults and their consequences in respect of the Debentures, (iv) releases and discharges us from any and all claims such Holder may have now, or may have in the future, arising out of, or related to, the Debentures and (v) irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of such Holder with respect to any such tendered Debentures, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver certificates representing such Debentures, or transfer ownership of such Debentures on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to us, (b) present such Debentures for transfer on the relevant security register, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Debentures (except that the Depositary will have no rights to, or control over or liability for, funds from us, except as agent for the tendering Holders, for the Purchase Price, and accrued interest for any tendered Debentures that are purchased by us).

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      All questions as to the form of all documents and the validity (including time of receipt), acceptance for payment or withdrawal of tendered Debentures will be determined by the Company, in its sole discretion, whose determination shall be final and binding. Alternative, conditional or contingent tenders of Debentures will not be considered valid. The Company reserves the absolute right, in its sole discretion, to reject any or all tenders of Debentures that are not in proper form or the acceptance of which, in the Company’s opinion, would be unlawful. The Company also reserves the right to waive any defects or irregularities of tender as to particular Debentures, whether or not similar defects or irregularities are waived in the case of other Debentures.

      The Company’s interpretation of the terms and conditions of the Tender Offer (including the instructions in the Letter of Transmittal) will be final and binding.

      Any defect or irregularity in connection with tenders of Debentures must be cured within such time as the Company determines, unless waived by the Company. Tenders of Debentures shall not be deemed to have been made until all defects and irregularities have been waived by the Company or cured. None of the Company, the Depositary, the Trustee, the Information Agent, the Dealer Manager, or any other person will be under any duty to give notice of any defects or irregularities in tenders of Debentures or will incur any liability to Holders for failure to give any such notice.

Withdrawal of Tenders

      When Debentures may be Withdrawn. You may withdraw your tendered Debentures at any time on or before the Expiration Date. You may also withdraw your Debentures if we have not accepted them for payment by May 15, 2004. A withdrawal of previously tendered Debentures may not be rescinded. Any Debentures properly withdrawn will be deemed not validly tendered for purposes of the Tender Offer unless such Debentures are properly re-tendered.

      Holders who have withdrawn their previously tendered Debentures may re-tender Debentures at any time on or before the Expiration Date, by following one of the procedures described in “— Procedures for Tendering Debentures.” In the event of a termination of the Tender Offer, the Debentures tendered pursuant to the Offer will be promptly returned to the tendering Holder.

      Procedure for Withdrawing Debentures. For a withdrawal of Debentures to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. The withdrawal notice must:

•  specify the name of the person who tendered the Debentures to be withdrawn;

•  contain a description of the Debentures to be withdrawn;

•  specify the certificate numbers shown on the particular certificates evidencing such Debentures and the aggregate principal amount represented by such Debentures; and

•  be signed by the Holder of such Debentures in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees.

      Alternatively, the withdrawal notice must be accompanied by evidence satisfactory to us, in our sole discretion, that the person withdrawing the tender has succeeded to the beneficial ownership of the Debentures. In addition, any such notice of withdrawal must specify, in the case of Debentures tendered by delivery of certificates for such Debentures, the name of the registered Holder, if different from that of the tendering Holder or, in the case of Debentures tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn Debentures. The signature on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Debentures have been tendered for the account of an Eligible Institution. If certificates for the Debentures to be withdrawn have been delivered or otherwise identified to the Depositary, a signed notice of withdrawal will be effective immediately upon receipt by the Depositary of a written or facsimile transmission notice of withdrawal even if physical release is not yet effected. Any Debentures properly withdrawn will be deemed to be not validly tendered for purposes of the Tender Offer. Withdrawals of Debentures can be accomplished only in accordance with the foregoing procedures.

      If a Holder tenders its Debentures in the Tender Offer, such Holder may convert its Debentures only if such Holder withdraws its Debentures prior to the time such Holder’s right to withdraw has expired. The Debentures are convertible

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into shares of our common stock at a conversion rate (subject to adjustment) of 10.5158 shares per $1,000 principal amount, which is equal to a conversion price of $95.095 per share.

      Form and Validity. All questions as to the form and validity, including time of receipt, of notices of withdrawal of tenders will be determined by us, in our sole discretion, which determination will be final and binding. None of us, the Dealer Manager, the Depositary, the Information Agent or the Trustee or any other person will be under any duty to give notification of any defects or irregularities in any notices of withdrawal or be subject to any liability for failure to give any such notification.

Conditions of the Tender Offer

      Financing Condition. Notwithstanding any other provision of the Tender Offer, our obligation to accept for purchase and to pay the Purchase Price for Debentures validly tendered pursuant to the Tender Offer is subject to and conditioned upon consummation by the Company of the financing described under “Sources and Amount of Funds” on terms and conditions satisfactory to us and in an amount sufficient to purchase all of the outstanding Debentures that are tendered. If the Financing Condition is not satisfied we will not be required to accept for payment, purchase, or pay for, and may delay the acceptance for payment of any tendered Debentures, in each event subject to Rule 14e-1(c) under the Exchange Act, and may terminate the Tender Offer.

      General Conditions. The Tender Offer is not conditioned on a minimum principal amount of Debentures being tendered. Notwithstanding any other provision of the Tender Offer, we may terminate or amend the Tender Offer or may postpone the acceptance for payment of, or the purchase of and payment for, Debentures tendered, subject to the rules under the Exchange Act, if at any time before the Expiration Date, any of the following events have occurred (or been determined by us to have occurred) that in our sole judgment and regardless of the circumstances giving rise to the event or events, makes it inadvisable to proceed with the Tender Offer or with acceptance of the Debentures for payment:

      (i) There shall have been instituted, threatened or be pending any action or proceeding before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person which (a) challenges the making of the Tender Offer, the acquisition of the Debentures pursuant to the Tender Offer or otherwise relates in any manner to the Tender Offer or (b) is reasonably likely to be, in our sole judgment, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries taken as a whole or which would or might, in our sole judgment, prohibit, prevent, restrict or delay consummation of the Tender Offer;

      (ii) There shall have occurred any development which would, in our sole judgment, materially adversely affect the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries taken as a whole;

      (iii) An order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality (collectively, a “Legal Event”) that, in the sole judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of the Tender Offer;

      (iv) There shall have occurred or be likely to occur (a) any event affecting the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries taken as a whole that, in our sole judgment, would or might prohibit, prevent, restrict or delay consummation of the Tender Offer, or (b) any legal event which in our sole judgment is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries taken as a whole; or

      (v) There shall have occurred (a) any general suspension of, or limitation on prices for, trading in the United States securities or financial markets, (b) any significant change in the price of the Debentures which is adverse to us, (c) a material impairment in the trading market for debt securities, (d) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (e) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in our sole judgment, is reasonably likely to affect the extension of credit by banks or other lending

12

institutions, (f) there is (1) an outbreak or escalation of hostilities or acts of terrorism involving the United States or declaration of a national emergency or war by the United States or (2) any other calamity or crisis or any change in political, financial or economic conditions, if the effect of any such event in (1) or (2), in our sole judgment, makes it impracticable or inadvisable to proceed with the Tender Offer, or (g) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof.

      The conditions of the Tender Offer are for our sole benefit and may be asserted by us in our sole discretion regardless of the circumstances giving rise to such conditions or may be waived by us, in whole or in part, in our sole discretion, whether or not any other condition of the Tender Offer also is waived. We have not made a decision as to what circumstances would lead us to waive any such condition, and any such waiver would depend on circumstances prevailing at the time of such waiver. Any determination by us concerning the events described in this section shall be final and binding upon all Holders.

      Although we have no present plans or arrangements to do so, we reserve the right to amend, at any time, the terms of the Tender Offer. We will give Holders notice of such amendments as may be required by applicable law.

MARKET AND TRADING INFORMATION FOR THE DEBENTURES AND OUR COMMON STOCK

      The Debentures are not listed on any national or regional securities exchange or reported on a national quotation system. To the extent that the Debentures are traded, prices of the Debentures may fluctuate greatly. Holders are urged to obtain current information with respect to the market prices for the Debentures.

      Our common stock is currently listed on the New York Stock Exchange under the symbol “CAM.” The following table sets forth, for each period indicated, the high and low sale prices for our common stock as reported on the NYSE.

	Common Stock
	Price
	High		Low
Year Ended December 31, 2002
Quarter ended March 31, 2002	$	52.98	$	36.40
Quarter ended June 30, 2002	$	59.60	$	47.99
Quarter ended September 30, 2002	$	50.86	$	35.94
Quarter ended December 31, 2002	$	53.31	$	38.56
Year Ended December 31, 2003
Quarter ended March 31, 2003	$	54.55	$	44.00
Quarter ended June 30, 2003	$	55.60	$	44.80
Quarter ended September 30, 2003	$	51.50	$	45.00
Quarter ended December 31, 2003	$	48.66	$	40.98
Year Ended December 31, 2004
Quarter ended March 31, 2004	$	49.49	$	40.05
Quarter ended June 30, 2004 (through April 5, 2004)	$	44.59	$	43.39

      On April 5, 2004 the last reported sales price of our common stock on the NYSE was $44.59 per share. Based on the current conversion rate for the Debentures of 10.5158 shares of common stock per $1,000 principal amount of Debentures, the current conversion price for the Debentures is $95.095 per share.

      We do not currently intend to pay dividends on our common stock.

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DESCRIPTION OF DEBENTURES

      The following description of the Debentures is qualified by a more complete description contained under the caption “Description of Debentures” in the prospectus supplement filed pursuant to Rule 424(b)(5) on May 14, 2001 (Registration No. 333 — 51705) and by the Indenture relating to the Debentures, copies of which are available, without charge, from the Information Agent. You may also obtain copies, without charge, from the Commission as described under the heading “Available Information” below.

      The Debentures were issued pursuant to the Indenture between us and the Trustee. The terms of the Debentures are those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Debentures are subject to all such terms and the Holders of the Debentures are referred to the Indenture and the Trust Indenture Act for a statement thereof. Copies of the Indenture are available from the Information Agent at the address and telephone numbers set forth on the back cover of this Offer to Purchase.

      The Debentures were issued on May 16, 2001 in an original aggregate principal amount of $200,000,000, all of which remained outstanding as of April 6, 2004. Interest on the Debentures is payable semiannually, on each May 15 and November 15 to the persons in whose names the Debentures are registered at the close of business on May 1 and November 1 before the payment date, at an annual rate of 1.75%.

      The Debentures are convertible into shares of the Company’s common stock at a conversion rate (subject to adjustment) of 10.5158 shares per $1,000 principal amount, which is equal to a conversion price of $95.095 per share.

      The Debentures may be redeemed at our option on or after May 18, 2006 at a price of $1,000 per $1,000 aggregate principal amount, plus accrued and unpaid interest to the redemption date. We are obligated to repurchase, at the option of the Holder, Debentures held by a Holder on May 18, 2006, May 18, 2011, and May 18, 2016 at a purchase price equal to the principal amount plus accrued and unpaid interest. The purchase prices may be paid, at our option, in cash or by the issuance and the delivery of our common stock or in any combination thereof.

      Upon the occurrence of a fundamental change as defined in the Indenture, including a change of control, each Holder may require us to purchase all or a portion of the Holder’s debentures at a price equal to the principal amount of the Debentures plus accrued and unpaid interest.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

      The following is a general discussion of the material United States federal income tax consequences of the Tender Offer to Holders. It is not a complete analysis of all the potential tax considerations relating to the Tender Offer. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, and currently effective administrative rulings and judicial decisions. These authorities may be changed, perhaps with retroactive effect, so as to result in U.S. federal income tax consequences different from those set forth below. The Company has not sought any ruling from the Internal Revenue Service (the “I.R.S.”) with respect to the statements made herein concerning the Debentures, and the Company cannot assure you that the I.R.S. will agree with such statements.

      This summary assumes that the Debentures are held as capital assets. This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction, nor does it address tax considerations arising under United States federal estate, gift or alternative minimum tax laws. In addition, this discussion does not address all tax considerations that may be applicable to Holders’ particular circumstances or to Holders that may be subject to special tax rules, such as:

•  banks, insurance companies, or other financial institutions;

•  tax-exempt organizations;

•  dealers in securities, currencies or commodities;

•  expatriates;

•  traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

14

•  regulated investment companies and real estate investment trusts;

•  Holders whose functional currency is not the U.S. dollar;

•  persons holding Debentures in a tax-deferred or tax advantaged account;

•  persons that hold the Debentures as a position in a hedging transaction, straddle, conversion transaction or other risk reduction transaction;

•  persons deemed to sell the Debentures under the constructive sale provisions of the Code; or

•  partnerships or other pass-through entities.

      If a partnership holds Debentures, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the Debentures, you should consult your tax advisor regarding the tax consequences of the ownership and disposition of the Debentures.

      As used in this discussion, the term “U.S. Holder” means a beneficial owner of a Debenture that is, for U.S. federal income tax purposes:

•  a citizen or resident of the United States;

•  a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision of the United States;

•  an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•  a trust that (i) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

      The term “Non-U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes, a nonresident alien or a corporation, estate or trust that is not a U.S. Holder.

      All Holders are urged to consult their own tax advisors regarding the specific federal, state, local, and foreign income and other tax considerations of the Tender Offer.

Consequences to Tendering U.S. Holders

      Sale of a Debenture. The receipt of cash by a U.S. Holder in exchange for a Debenture will be a taxable transaction for federal income tax purposes. A U.S. Holder will recognize capital gain or loss in an amount equal to the difference between (i) the amount of cash received (other than amounts attributable to accrued but unpaid interest, if any, which will be treated as such) and (ii) the U.S. Holder’s adjusted tax basis in the Debenture (not including any basis attributable to accrued but unpaid interest, if any). Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder held the Debenture for more than one year at the time of such sale. The deductibility of capital losses is subject to certain limitations. The cash received attributable to accrued but unpaid interest that has not yet been included in the U.S. Holder’s income will be taxable as ordinary income except to the extent any amount received is attributable to prior accrued stated interest paid by the U.S. Holder upon acquisition of the Debenture, which may be subject to different treatment.

Consequences to Tendering Non-U.S. Holders

      Sale of a Debenture. The receipt of cash by a Non-U.S. Holder in exchange for a Debenture (other than any accrued but unpaid interest, which will be treated as such) generally will not be subject to U.S. federal income tax unless (i) gain on the disposition is effectively connected with such Non-U.S. Holder’s conduct of a United States trade or business (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), or (ii) such Non U.S. Holder is an individual and is present in the United States for 183 days or more during the year of receipt and certain other conditions exist, or (iii) the Company is a United States real property holding corporation under the “FIRPTA” rules adopted in 1980. The Company does not believe that it currently is a United States real property holding corporation or that it will become one in the future.

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      The gross amounts of payments attributable to accrued interest paid to a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax, provided that (1) such Holder does not actually or constructively own 10% or more of the combined voting power of all classes of stock of the Company that are entitled to vote, (2) the Holder is not (a) a controlled foreign corporation that is related to the Company through stock ownership or (b) a bank receiving interest on a loan entered into in the ordinary course of business, (3) such interest is not effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States, and (4) the Company or the applicable paying agent (“Withholding Agent”) has received appropriate documentation (generally on an I.R.S. Form W-8BEN or substantially similar form, as discussed below) establishing that the Non-U.S. Holder is not a U.S. person. A Non-U.S. Holder that does not qualify for exemption from U.S. federal income tax under this paragraph generally will be subject to withholding of U.S. federal income tax at a 30% rate (or lower applicable treaty rate) on payments of accrued interest.

      The I.R.S. Form W-8BEN or substantially similar form must be signed by the Non-U.S. Holder under penalties of perjury certifying that such person is a Non-U.S. Holder and providing a name, address and Taxpayer Identification Number, if any. A Non-U.S. Holder must inform the Withholding Agent of any change in the information on the statement within 30 days of the change. If a Non-U.S. Holder holds a Debenture through a securities clearing organization or other qualified financial institution, the organization or institution may provide a signed statement to the Withholding Agent. However, in that case, the signed statement generally must be accompanied by a copy of the executed I.R.S. Form W-8BEN or substantially similar form such Non-U.S. Holder provided to the organization or institution. If the Non-U.S. Holder is a partner in a partnership holding Debentures, the partnership as well as the Non U.S. Holder must comply with applicable certification requirements. There are also special rules applicable to intermediaries.

      Effectively Connected Income or Gain. Income or gain on the sale of a Debenture held by a Non-U.S. Holder that is effectively connected with the conduct of a United States trade or business is (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) subject to regular federal income tax on that gain in generally the same manner as if such Holder were a U.S. Holder. Payments of interest that are effectively connected with the conduct of a United States trade or business will not, however, be subject to the 30% withholding tax described above, provided that the Non-U.S. Holder provides the withholding agent with a properly executed I.R.S. Form W-8ECI. In addition, if the Non-U.S. Holder is a corporation, it may be subject to a branch profits tax equal to 30% of its effectively connected adjusted earnings and profits for the taxable year of the sale, unless it qualifies for a lower rate under an applicable tax treaty.

Backup Withholding

      U.S. Holders. A U.S. Holder may be subject to backup withholding (currently at a 28% rate) with respect to the receipt of cash in exchange for a Debenture unless the U.S. Holder provides the Company a correct Taxpayer Identification Number (“TIN”) and otherwise complies with applicable United States information reporting and certification requirements. Any amount paid as backup withholding would be creditable against the U.S. Holder’s federal income tax liability, provided that the requisite information is furnished to the I.R.S.

      Non-U.S. Holders. A Non-U.S. Holder may be subject to backup withholding (currently at a 28% rate) with respect to the receipt of cash in exchange for a Debenture, unless its status as a Non- U.S. Holder is certified on an I.R.S. Form W-8BEN or substantially similar form in the manner described above under “— Consequences to Tendering Non-U.S. Holders.”

      The federal income tax discussion set forth above is included for general information purposes only. All Holders should consult their own tax advisors to determine the federal, state, local and foreign tax consequences of the tender of Debentures pursuant to the Tender Offer.

      Any amount paid as backup withholding would be creditable against the Non-U.S. Holder’s federal income tax liability, provided that the requisite information is furnished to the I.R.S.

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DEALER MANAGER; INFORMATION AGENT; DEPOSITARY

Dealer Manager

      We have retained UBS Securities LLC to act as the exclusive Dealer Manager for the Tender Offer. In its capacity as Dealer Manager, UBS Securities LLC may contact Holders regarding the Tender Offer and may request Custodians to forward this Offer to Purchase and related materials to beneficial owners of Debentures.

      We have agreed to pay UBS Securities LLC customary fees for its services as Dealer Manager and to reimburse certain expenses in connection with the Tender Offer. We also have agreed to indemnify UBS Securities LLC and its affiliates against certain liabilities under federal or state law or otherwise caused by, relating to or arising out of the Tender Offer.

      UBS Securities LLC and its affiliates have provided to us, and may in the future provide to us from time to time, investment banking, commercial banking and financial advisory services and engage in other commercial dealings with us in the ordinary course of business. UBS Securities LLC and its affiliates are also assisting us in connection with arranging financing for the Tender Offer. They have received, and expect to receive, customary fees and commissions for these services. At any given time, UBS Securities LLC or its affiliates may trade the Debentures or other of our securities for its or their own account, or for the accounts of its or their customers and, accordingly, may hold a long or short position in the Debentures or those securities.

      Any holder who has questions concerning the terms of the Tender Offer may contact the Dealer Manager at the address and telephone numbers set forth on the back cover of this Offer to Purchase.

Information Agent

      Georgeson Shareholder Communications has been appointed the Information Agent with respect to the Tender Offer. We will pay the Information Agent customary fees for its services and reimburse the Information Agent for its reasonable out-of-pocket expenses in connection therewith. We also have agreed to indemnify the Information Agent for certain liabilities. Requests for additional copies of documentation may be directed to the Information Agent at the address and telephone numbers set forth on the back cover of this Offer to Purchase.

Depositary

      J.P. Morgan Trust Company, National Association, has been appointed the Depositary for the Tender Offer. All deliveries and correspondence sent to the Depositary should be directed to the address set forth on the back cover of this Offer to Purchase. We will pay the Depositary customary fees for its services and reimburse the Depositary for its reasonable out-of-pocket expenses in connection therewith. We have also agreed to indemnify the Depositary for certain liabilities. J.P. Morgan Trust Company, National Association, as Depositary for the Tender Offer and as Trustee under the Indenture, makes no representation or warranty, express or implied, as to the accuracy or completeness of any information contained in this Offer to Purchase, except for such information that specifically pertains to J.P. Morgan Trust Company, National Association, itself.

Miscellaneous

      In connection with the Tender Offer, directors and officers, we and our affiliates may solicit tenders by use of the mails, personally or by telephone, facsimile, telegram, electronic communication or other similar methods. We also will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this Offer to Purchase and related documents to the beneficial owners of the Debentures and in handling or forwarding tenders of Debentures. We will not pay any fees or commissions to any broker, dealer or other person, other than the Dealer Manager, in connection with the solicitation of tenders of Debentures pursuant to the Tender Offer.

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DOCUMENTS INCORPORATED BY REFERENCE

      The following documents have been filed with the Securities and Exchange Commission (the “Commission”) and are incorporated herein by reference:

•  the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, including the Company’s audited financial statements for the two fiscal years ended December 31, 2003;

•  our Tender Offer Statement on Schedule TO filed with the Commission on the date of this Offer to Purchase.

•  the Supplemental Indenture relating to the Debentures, dated as of May 16, 2001, between us and Bank One Trust Company, National Association, as trustee, filed as Exhibit 4.1 to our Current Report on Form 8-K dated May 16, 2001; and

•  the Indenture relating to the Debentures, dated as of May 8, 1998, between us and Bank One Trust Company, National Association, as trustee, filed as Exhibit 4.3 to our Registration Statement on Form S-3 (Registration No. 333 — 51705).

      All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act as amended after the date of this Offer to Purchase and before the expiration or termination of this Tender Offer shall be deemed to be incorporated by reference in this Offer to Purchase and to be a part hereof from the date of filing such documents (other than Current Reports on Form 8-K insofar as they contain Regulation FD disclosure furnished under Item 9 of Form 8-K or other disclosures furnished under Item 12 of Form 8-K, unless otherwise indicated therein).

      Any statement contained in this Offer to Purchase or incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained in any documents and reports filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Offer to Purchase modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase. Subject to the foregoing, all information appearing in this Offer to Purchase is qualified in its entirety by the information appearing in the documents incorporated by reference.

      We will provide without charge to each person to whom this Offer to Purchase is delivered, upon the request of such person, a copy of any or all the documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to Cooper Cameron Corporation, 1333 West Loop South, Suite 1700, Houston, Texas 77027, Attention: Corporate Secretary, phone number 713-513-3322. You also may obtain copies of these documents and other information about us from our web site at www.coopercameron.com; however, such other information is not incorporated by reference into this offer to purchase.

AVAILABLE INFORMATION

      We currently are subject to the periodic reporting requirements of the Exchange Act and, in accordance therewith, we file reports and other information with the Commission. These reports and other information may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, which may be contacted by telephone at 1-(800) SEC-0330. Copies of these materials may be obtained at prescribed rates from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. These materials also may be accessed electronically at the Commission’s site on the World Wide Web located at http://www.sec.gov. Statements made in this Offer to Purchase concerning the provisions of any contract, agreement, indenture, security document or other document referred to herein are not necessarily complete. With respect to each such statement concerning a contract, agreement, indenture, security document or other document filed with the Commission, reference is made to such filing for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.

      Pursuant to Rule 13e-4 under the Exchange Act, we have filed with the Commission a tender offer statement on Schedule TO that contains additional information about the Tender Offer. The Schedule TO, including the exhibits and any amendments to the Schedule TO, may be examined, and copies may be obtained, at the same places and in the same manner as described in the immediately preceding paragraph.

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STATEMENT REGARDING FORWARD-LOOKING INFORMATION

      This Offer to Purchase and the documents incorporated by reference contain a number of statements that are not historical or current facts, but deal with potential future circumstances and developments. They can be identified by the use of forward-looking words such as “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should” or “anticipates” or other comparable words, or by discussions of strategy that may involve risks and uncertainties. We caution you that these forward-looking statements are only predictions, which are subject to risks and uncertainties including technological uncertainty, financial variations, changes in the regulatory environment and industry conditions and trend predictions. The operation and results of our business may be subject to the effect of these and other risks and uncertainties, including those described in our Annual Report or Form 10K/ A, which is incorporated by reference into this Offer to Purchase.

      All forward-looking statements speak only as of the date of this Offer to Purchase. You are, therefore, cautioned not to place undue reliance on these statements, which speak only as of the date of this Offer to Purchase.

      We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this Offer to Purchase. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events that may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this Offer to Purchase.

MISCELLANEOUS

      The Tender Offer is not being made to (nor will tenders of Debentures be accepted from or on behalf of) Holders of Debentures in any jurisdiction in which the making or acceptance of the Tender Offer would not be in compliance with the laws of such jurisdiction. However, we, in our sole discretion, may take such action as we may deem necessary to make or extend the Tender Offer in any such jurisdiction.

      No person has been authorized to give any information or make any representation on behalf of us that is not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation should not be relied upon.

COOPER CAMERON CORPORATION

19

The Depositary for the Tender Offer is:

J.P. Morgan Trust Company, National Association

By Facsimile (Eligible Institutions Only):

Attn: Investor Relations
(214)468-6494
(Confirm by Telephone (800)275-2048 By Mail or Hand:

J.P. Morgan Trust Company, N.A.
Attn: Frank Ivins
2001 Bryan Street, 9th Floor
Dallas, TX 75201

      Any questions or requests for assistance may be directed to the Dealer Manager at the address and telephone numbers set forth below. Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent. Beneficial owners may also contact their Custodian for assistance concerning the Tender Offer.

The Information Agent for the Tender Offer is:

Georgeson Shareholder Communications

17 State Street

10th Floor

New York, NY 10004

Banks and Brokers Call Collect: (212) 440-9800

All Others Please Call Toll-Free: 800-387-8819

The Dealer Manager for the Tender Offer is:

UBS Investment Bank

Liability Management Group

677 Washington Boulevard

Stamford, CT 06901

Attention: Liability Management Group

Toll Free: (888) 722-9555 (x4210)

Call Collect: (203) 719-4210

EX-99.A1.B

LETTER OF TRANSMITTAL

Cooper Cameron Corporation

Offer to Purchase for Cash

any and all of the outstanding

1.75% Convertible Senior Debentures Due 2021

of

Cooper Cameron Corporation

(CUSIP NO. 216640 AB8)

Pursuant to the Offer to Purchase dated April 6, 2004

The Tender Offer and your withdrawal rights will expire at 9:00 a.m., New York City time, on Wednesday, May 5, 2004, unless extended (such date and time as it may be extended, the “Expiration Date”). Your acceptance of the Tender Offer may only be withdrawn under the circumstances described in the Offer to Purchase and in this Letter Of Transmittal.

The Depositary for the Tender Offer is:

J.P. Morgan Trust Company, National Association

Attn: Frank Ivins

2001 Bryan Street, 9th Floor

Dallas, TX 75201

Facsimile Transmissions

(Eligible Institutions Only)

(214)468-6494

To Confirm by Telephone or

for Information Call:

(800)275-2048

      Delivery of this letter of transmittal (this “Letter of Transmittal”) to an address, or transmission via facsimile to a number, other than as set forth above, will not constitute a valid delivery.

      Capitalized terms used but not defined herein shall have the same meanings given them in the related Offer to Purchase dated April 6, 2004.

      The instructions contained herein and the Offer to Purchase should be read carefully before this Letter of Transmittal is completed and signed.

      This Letter of Transmittal is to be used by the Holders of the 1.75% Convertible Senior Debentures Due 2021 (the “Debentures”) of Cooper Cameron Corporation, a Delaware corporation (the “Company”) if:

•  certificates for tendered Debentures are to be physically delivered to the Depositary; or

•  tender of Debentures is to be made by book-entry transfer to the Depositary’s account at The Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”) pursuant to the procedures for book-entry transfer set forth under the caption “The Tender Offer — Procedures for Tendering Debentures” in the Offer to Purchase.

      This Letter of Transmittal is to be used by each registered holder of Debentures (each, a “Holder” and, collectively, the “Holders”) if certificates representing Debentures are to be physically delivered to the Depositary herewith by such Holder.

      Holders who are tendering by book-entry transfer to the Depositary’s account at DTC must tender Debentures through DTC’s Automatic Tender Offer Program (“ATOP”), for which the Tender Offer will be eligible. DTC participants that are accepting the Tender Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Depositary’s account at DTC. DTC will then send an Agent’s Message to the Depositary for its acceptance. The Agent’s Message shall state that DTC has received an express acknowledgement from the DTC participant tendering Debentures on behalf of the Holder that such DTC participant has received and agrees to be bound by the terms and conditions of the Tender Offer as set forth in the Offer to Purchase and this Letter of Transmittal and that the Company may enforce such agreement against such participant. Delivery of the Agent’s Message by DTC will satisfy the terms of the Tender Offer in lieu of execution and delivery of this Letter of Transmittal by the DTC participant identified in the Agent’s Message. Accordingly, this Letter of Transmittal need not be completed by a Holder tendering through ATOP. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

      Only Holders are authorized to tender their Debentures. The undersigned should complete, execute and deliver this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Offer.

TENDERING OF DEBENTURES

o  CHECK HERE IF CERTIFICATES REPRESENTING TENDERED DEBENTURES ARE BEING DELIVERED HEREWITH.

o  CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.

Name(s) of Registered Holder(s): 

Window Ticket No. (if any): 

Date of Execution of Notice of Guaranteed Delivery: 

Name of Institution that Guaranteed Delivery: 

o  CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK- ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: 

Account Number: 

Transaction Code Number: 

2

      List below the Debentures to which this Letter of Transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Debentures will be accepted only in principal amounts equal to $1,000 or integral multiples.

DESCRIPTION OF DEBENTURES TENDERED
Name(s) and Address(es) of		Aggregate Principal	Principal Amount
Registered Holder(s)	Certificate Number(s)*	Amount Represented	Tendered**
		$	$
	Total Principal Amount of Debentures:	$	$
* Need not be completed by Holders tendering by book-entry transfer.
** Unless otherwise specified, it will be assumed that the entire aggregate principal amount of the Debentures described above is being tendered. See Instruction 5. Only Holders may validly tender their Debentures pursuant to the Offer.

      The names and addresses of the Holders should be printed exactly as they appear on the certificates representing the tendered Debentures. The Debentures and the principal amount of Debentures that the undersigned wishes to tender should be indicated in the appropriate boxes.

3

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      The undersigned hereby tenders to Cooper Cameron Corporation (the “Company”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 6, 2004, (the “Offer to Purchase”), receipt of which is acknowledged, and in accordance with this Letter of Transmittal (which, together with the Offer to Purchase, constitutes the “Tender Offer”), the principal amount of Debentures indicated in the table above labeled “Description of Debentures” under the column heading “Principal Amount Tendered.” If nothing is indicated in that column, then the entire aggregate principal amount represented by the Debentures described in the table is tendered.

      Subject to, and effective upon, the acceptance for purchase of, and payment for, the Debentures tendered in accordance with the Tender Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all of the tendered Debentures. The undersigned hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned, with full knowledge that the Depositary also acts as the agent of the Company, with respect to tendered Debentures, and with full powers of substitution and revocation to:

•  present such Debentures and all evidences of transfer and authenticity to, or transfer of ownership of, such Debentures on the account books maintained by the Depository Trust Company (“DTC”) to, or upon the order of, the Company;

•  present such Debentures for transfer of ownership on the books of the Company; and

•  receive all benefits and otherwise exercise all rights of beneficial ownership of such Debentures,

all in accordance with the terms and conditions of the Tender Offer as described in the Offer to Purchase. The above granted power of attorney is deemed to be an irrevocable power of attorney coupled with an interest.

      If the undersigned is not the registered Holder listed in the box above labeled “Description of Debentures” under the column heading “Principal Amount Tendered” or the Holder’s legal representative or attorney-in-fact, then in order to validly tender, the undersigned must obtain and deliver with this Letter of Transmittal Debentures that are endorsed or accompanied by appropriate instruments of transfer entitling the undersigned to tender the Debentures on behalf of such registered Holder, in any case signed exactly as the name of the registered Holder appears on the Debentures, with the signatures on the certificates or instruments of transfer guaranteed as described below.

      The undersigned understands that tenders of Debentures pursuant to any of the procedures described in the Offer to Purchase and in the Letter of Transmittal instructions will constitute the undersigned’s acceptance of the terms and conditions of the Tender Offer. The Company’s acceptance of such Debentures for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Tender Offer. For purposes of the Tender Offer, the undersigned understands that the Company will be deemed to have accepted for payment (and thereby purchased) tendered Debentures, or defectively tendered Debentures with respect to which the Company has, or has caused to be, waived such defect, if, as and when the Company gives written notice to the Depositary of its acceptance for payment of such Debentures.

      The undersigned understands and acknowledges that the Tender Offer will expire at 9:00 a.m., New York City time, on Wednesday, May 5, 2004, unless extended or earlier terminated by the Company, in its sole discretion.

      The undersigned understands that Debentures tendered prior to the Expiration Date may be withdrawn by written notice of withdrawal (or a properly transmitted “Request Message” through ATOP) received by the Depositary at any time on or prior to the Expiration Date, but not thereafter unless the Company has not accepted them for payment by May 15, 2004, or the Tender Offer is terminated without any Debentures being purchased thereunder as set forth in the Offer to Purchase. In the event of a termination of the Tender Offer, Debentures tendered pursuant to the terminated Tender Offer will be returned to the tendering Holder promptly.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Debentures tendered hereby, and that when such tendered Debentures are accepted for payment

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by the Company, the Company will acquire good and unencumbered title to the Debentures, free and clear of all liens, restrictions, charges and encumbrances and not subject to adverse claims or rights.

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Debentures tendered hereby.

      All authority herein conferred or agreed to be conferred by this Letter of Transmittal will not be affected by, and will survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder will be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

      The undersigned understands that the delivery and surrender of any Debentures is not effective, and the risk of loss of the Debentures does not pass to the Depositary, until receipt by the Depositary of this Letter of Transmittal, or a facsimile hereof, properly completed and duly executed, together with all accompanying evidences of authority and any other required documents in form satisfactory to the Company. All questions as to the form of all documents and the validity, including time of receipt, acceptance for payment and withdrawal of tendered Debentures, will be determined by the Company, in its sole discretion, whose determination will be final and binding.

      Unless otherwise indicated herein in the box below labeled “A. Special Issuance/ Delivery Instructions,” the undersigned hereby request(s) that any Debentures representing principal amounts not tendered or not accepted for purchase be issued in the name(s) of, and delivered to, the undersigned, and in the case of Debentures tendered by book-entry transfer, by credit to the account of DTC. Unless otherwise indicated herein in the box below labeled “B. Special Payment Instructions,” the undersigned hereby request(s) that any checks for payments to be made in connection with the Tender Offer be issued to the order of, and delivered to, the undersigned.

      If the “A. Special Issuance/ Delivery Instructions” box is completed, the undersigned hereby request(s) that any Debentures representing principal amounts not tendered or not accepted for purchase be issued in the name(s) of, and be delivered to, the person(s) at the address(es) therein indicated.

      The undersigned recognizes that the Company has no obligation pursuant to the “A. Special Issuance/ Delivery Instructions” box to transfer any Debentures from the names of the registered Holder(s) thereof if it does not accept for purchase any of such tendered Debentures. If the “B. Special Payment Instructions” box is completed, the undersigned hereby request(s) that checks for tendered Debentures be issued in the name(s) of, and be delivered to, the person(s) at the address(es) therein indicated.

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A. SPECIAL ISSUANCE/ DELIVERY

INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

      To be completed ONLY if Debentures in a principal amount not tendered or not accepted for purchase are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or sent to an address different from that shown in the box entitled “Description of Debentures” within this Letter of Transmittal.

Name:

(Please Print)

Address:

(Including Zip Code)

(Tax Identification or Social Security Number)

(See Substitute Form W-9 Herein)

B. SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 6, 7 and 8)

      To be completed ONLY if checks are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or sent to an address different from that shown in the box entitled “Description of Debentures” within this Letter of Transmittal.

Name:

(Please Print)

Address:

(Including Zip Code)

(Tax Identification or Social Security Number)

(See Substitute Form W-9 Herein)

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PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS REGARDLESS OF WHETHER

DEBENTURES ARE BEING PHYSICALLY DELIVERED HEREWITH)

      By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders the principal amount of the Debentures listed in the box above labeled “Description of Debentures” under the column heading “Principal Amount Tendered” (or, if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the Debentures described in such box).

      This Letter of Transmittal must be signed by the Holder(s) exactly as its name(s) appear(s) on certificate(s) representing Debentures, or if tendered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Debentures. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.

SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY

(SEE GUARANTEE REQUIREMENT BELOW)

Dated:

Name(s):

(Please Print)

Capacity:

Address:

(Including Zip Code)

Area Code and Telephone Number:

Tax Identification or Social Security No.:

(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

MEDALLION SIGNATURE GUARANTEE

(IF REQUIRED — SEE INSTRUCTIONS 1 AND 6)

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Name of Eligible Institution)

(Authorized Signature)

(Printed Name)

(Title)

Date: ______________________________, 2004

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE TENDER OFFER

      1. Signature Guarantees. Signatures on this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor, unless the Debentures are tendered by the registered Holder of such Debentures, or by a participant in DTC whose name appears on a security position listing as the owner of such Debentures, and that Holder has not completed either of the boxes entitled “A. Special Issuance/ Delivery Instructions” or “B. Special Payment Instructions” on this Letter of Transmittal or for the account of an Eligible Institution. If the Debentures are registered in the name of a person other than the signer of this Letter of Transmittal, or if certificates for unpurchased Debentures are to be issued to a person other than the registered Holder, the signatures on this Letter of Transmittal accompanying the tendered Debentures must be guaranteed by a Medallion Signature Guarantor as described above. See Instruction 6.

      2. Delivery of Letter of Transmittal and Debentures. This Letter of Transmittal is to be completed by Holders if:

•  certificates for tendered Debentures are to be physically delivered to the Depositary; or

•  tender of Debentures is to be made by book-entry transfer to the Depositary’s account at DTC pursuant to the procedures for book-entry transfer set forth under the caption “The Tender Offer — Procedures for Tendering Debentures” in the Offer to Purchase, and instructions are not being transmitted through ATOP.

      All physically delivered Debentures, or a confirmation of a book-entry transfer into the Depositary’s account at DTC of all Debentures delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein on or before the Expiration Date (in order to receive the Purchase Price). DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. DELIVERY WILL BE DEEMED MADE ONLY WHEN DOCUMENTS ARE ACTUALLY RECEIVED BY THE DEPOSITARY.

      The method of delivery of this Letter of Transmittal, certificates for Debentures and all other required documents, including delivery through DTC and any acceptance or Agent’s Message delivered through ATOP, is at the election and risk of the tendering Holder. If a Holder chooses to deliver by mail, the recommended method is by registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery to the Depositary.

      No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal, or a facsimile hereof, waive any right to receive any notice of the acceptance of their Debentures for payment.

      3. Inadequate Space. If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and/or the principal amount represented by Debentures should be listed on a separate signed schedule attached to this Letter of Transmittal.

      4. Withdrawal of Tenders; Amendment and Extension. A Holder of Debentures may withdraw tendered Debentures at any time before the Expiration Date and until such Debentures are accepted for payment. If the Company terminates the Tender Offer or does not purchase any Debentures in the Tender Offer, the Company will instruct the Depositary to return such Debentures, at the Company’s expense, to the tendering Holder (or, in the case of Debentures tendered by book-entry transfer, those Debentures will be credited to the account maintained at DTC from which those Debentures were delivered) unless otherwise requested by such Holder under “Special Issuance/ Delivery Instructions; Special Payment Instructions” below, promptly following the Expiration Date or termination of the Tender Offer.

      If, for any reason whatsoever, acceptance for payment of, or payment for, any Debentures tendered pursuant to the Tender Offer is delayed (whether before or after the Company’s acceptance for payment of Debentures) or the Company is unable to accept for payment or pay for the Debentures tendered pursuant to the Tender Offer, the Company may (without prejudice to its rights set forth in the Offer to Purchase) instruct the Depositary to retain tendered Debentures, and such Debentures may not be withdrawn except in accordance with “The Tender Offer — Withdrawal of Tenders” in the Offer to Purchase (subject to Rule 13e-4(f)(2) under the Exchange Act, which requires that the offeror pay the consideration offered or return the securities deposited by or on behalf of the investor promptly after the termination or withdrawal of a tender offer).

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      For a withdrawal of Debentures tendered pursuant to the Offer to be effective, a written or facsimile transmission notice of withdrawal or a “Request Message” must be received by the Depositary before the Expiration Date at its address set forth on the cover of this Letter of Transmittal. Any such notice of withdrawal must:

•  specify the name of the person who tendered the Debentures to be withdrawn;

•  contain a description of the Debentures to be withdrawn and identify the certificate number or numbers shown on the particular certificates evidencing such Debentures (unless such Debentures were tendered by book-entry transfer) and the aggregate principal amount represented by such Debentures; and

•  be signed by the Holder of such Debentures in the same manner as the original signature on the Letter of Transmittal by which such Debentures were tendered (including any required signature guarantees) or be accompanied by (i) documents of transfer sufficient to have the Trustee or DTC, as the case may be, register the transfer of Debentures into the name of the person withdrawing such Debentures and (ii) a properly completed irrevocable proxy that authorizes such person to effect such withdrawal on behalf of such Holder.

      The signature on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Debentures have been tendered for the account of an Eligible Institution. If the Debentures to be withdrawn have been delivered or otherwise identified to the Depositary, a signed timely and properly completed and presented notice of withdrawal or a Request Message is effective immediately upon receipt thereof, even if physical release is not yet effected.

      Any permitted withdrawal of tendered Debentures may not be rescinded, and any Debentures properly withdrawn will thereafter be deemed not validly tendered. However, properly withdrawn Debentures may be re-tendered, by again following one of the procedures described in “The Tender Offer — Procedures for Tendering Debentures,” in the Offer to Purchase, at any time on or before the Expiration Date.

      All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Company, in the Company’s sole discretion (whose determination shall be final and binding). None of the Company, the Dealer Manager, the Information Agent, the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or Request Message, or incur any liability for failure to give any such notification.

      If the Company makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer, the Company will disseminate additional materials relating to the Offer and extend the Tender Offer to the extent required by law. In addition, the Company may, if it deems appropriate, extend the Tender Offer for any other reason. In addition, if the consideration to be paid in the Tender Offer is increased or decreased or the principal amount of Debentures subject to the Tender Offer is increased or decreased, the Tender Offer will remain open at least 10 business days from the date the Company first gives notice of such increase or decrease to Holders of Debentures subject to the Tender Offer, by press release or otherwise.

      5. Partial Tenders. (Not applicable to Holders who tender by book-entry transfer.) Tenders of Debentures will be accepted only in integral multiples of $1,000 principal amount. If Holders wish to tender with respect to less than the entire principal amount of any Debentures submitted, Holders must fill in the principal amount that is to be tendered in the columns entitled “Principal Amount Tendered.” In the case of a partial tender of Debentures, as soon as practicable after the Expiration Date, new certificates for the remainder of the Debentures that were evidenced by such Holder’s old certificates will be sent to such Holder, unless otherwise provided in the appropriate box of this Letter of Transmittal. The entire principal amount that is represented by the Debentures delivered to the Depositary will be deemed to have been tendered, unless otherwise indicated.

      6. Signature on Letter of Transmittal, Instruments of Transfer and Endorsements. If this Letter of Transmittal is signed by the registered Holders of the Debentures tendered hereby the signatures must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown as the owner of the Debentures tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Debentures.

      If any of the Debentures tendered hereby are registered in the name of two or more Holders, all such Holders must sign this Letter of Transmittal. If any of the Debentures tendered hereby are registered in different names on several

9

certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

      If this Letter of Transmittal or any Debenture or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of such person’s authority to so act must be submitted.

      When this Letter of Transmittal is signed by the registered Holders of the Debentures listed and transmitted hereby, no endorsements of Debentures or separate instruments of transfer are required unless payment is to be made, or Debentures not tendered or purchased are to be issued, to a person other than the registered Holders, in which case signatures on such Debentures or instruments of transfer must be guaranteed by a Medallion Signature Guarantor.

      If this Letter of Transmittal is signed other than by the registered Holders of the Debentures listed, the Debentures must be endorsed or accompanied by appropriate instruments of transfer entitling the undersigned to tender the Debentures on behalf of such registered Holders, in any case signed exactly as the name or names of the registered Holders appear on the Debentures, with the signatures on the certificates or instruments of transfer guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

      7. Special Issuance/Delivery Instructions; Special Payment Instructions. If a check and/or certificates for Debentures representing principal amounts not tendered or not accepted for payment are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if a check is to be sent and/or such Debentures are to be returned to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate “A. Special Issuance/ Delivery Instructions” or “B. Special Payment Instructions” box on this Letter of Transmittal should be completed. All Debentures tendered by book-entry transfer and not accepted for payment will be returned by crediting the account at DTC designated above as the account for which such Debentures were delivered.

      8. Transfer Taxes. Except as set forth in this Instruction 8, the Company will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Debentures to the Company, or to the Company’s order, pursuant to the Offer. If payment is to be made to, or if Debentures not tendered or purchased are to be registered in the name of, any persons other than the registered owners, or if tendered Debentures are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered Holder or such other person) payable on account of the transfer to such other person will be deducted from the payment unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

      9. Waiver of Conditions. The conditions of the Tender Offer are for the sole benefit of the Company. The conditions may be asserted by the Company regardless of the circumstances, including any action or inaction by the Company, giving rise to such condition or may be waived by the Company in whole or in part at any time and from time to time in its sole discretion before the Expiration Date. The failure of the Company at any time to exercise any of its rights will not be deemed a waiver of any other right and each right will be deemed an ongoing right that may be asserted at any time and from time to time.

      10. Substitute Form W-9. Each tendering Holder must either (i) provide the Depositary with a correct taxpayer identification number (“TIN”), generally the Holder’s social security or federal employer identification number, and with certain other information, on Substitute Form W-9, which is provided under “Important Tax Information” below, and certify, under penalty of perjury, that such TIN is correct, such Holder is not subject to backup withholding and such Holder is a United States person or (ii) establish another basis for exemption from backup withholding. As provided on Substitute Form W-9, a tendering Holder must cross out item (2) of Part 2 of Substitute Form W-9 if such Holder is subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering Holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and a federal income tax backup withholding (currently 28%) on any payment made pursuant to the Offer. Certain Holders are not subject to backup withholding and reporting requirements. A foreign person (including a foreign corporation) may qualify as an exempt recipient by submitting to the Depositary a properly completed Internal Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to that Holder’s exempt status. A disregarded domestic entity that has a foreign owner should file an Internal Revenue Service Form W-8BEN rather than a Substitute Form W-9. A Form W-8BEN can be

10

obtained from the Depositary. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

      11. Guaranteed Delivery. If a Holder desires to tender Debentures pursuant to the Tender Offer and:

•  certificates representing that Holder’s Debentures are not immediately available;

•  time will not permit the Holder’s Letter of Transmittal, certificates representing Debentures and all other required documents to reach the Depositary on or before the Expiration Date; or

•  the procedures for book-entry transfer (including delivery of an Agent’s Message) cannot be completed on or before the Expiration Date,

the Holder may nevertheless tender Debentures with the effect that the tender will be deemed to have been received on or before the Expiration Date if all of the following conditions are satisfied:

•  the tender is made by or through an Eligible Institution;

•  before the Expiration Date, the Depositary has received from such Eligible Institution, at the address of the Depositary set forth on the front cover of this Letter of Transmittal, a properly completed and duly executed Notice of Guaranteed Delivery (by telegram, facsimile transmission, mail or hand delivery) substantially in the form provided by us, setting forth the name(s) and address(es) of the Holder(s) and the principal amount at maturity of Debentures being tendered, and stating that the tender is being made thereby and guaranteeing that, within three business days after the date of the Notice of Guaranteed Delivery, a properly completed and executed Letter of Transmittal (or a manually signed facsimile thereof), together with any required signature guarantees (or in the case of a book-entry transfer, an Agent’s Message) and certificates evidencing the Debentures (or confirmation of book-entry transfer of such Debentures into the Depositary’s account with DTC), and any other documents required by the Letter of Transmittal and the Instructions thereto, will be deposited by such Eligible Institution with the Depositary; and

•  the certificates for the tendered Debentures, in proper form for transfer (or a Book-Entry Confirmation of the transfer of such Debentures into the Depositary’s account at DTC as described above), together with a Letter of Transmittal (or manually signed facsimile thereof) properly completed and duly executed, with any signature guarantees and any other documents required by the Letter of Transmittal or a properly transmitted Agent’s Message, are received by the Depositary within three business days after the date of execution of the Notice of Guaranteed Delivery.

      12. Requests for Assistance or Additional Copies. Any questions or requests for assistance or additional copies of the Offer to Purchase or this Letter of Transmittal may be directed to the Dealer Manager or the Information Agent at their respective telephone numbers set forth below. A Holder also may contact such Holder’s broker, dealer, commercial bank or trust company or nominee for assistance concerning the Offer.

      IMPORTANT: This Letter of Transmittal, or a facsimile hereof, together with Debentures and all other required documents, must be received by the Depositary on or before the Expiration Date in order for Holders to receive the Purchase Price.

IMPORTANT TAX INFORMATION

      Under U.S. federal income tax law, a Holder whose tendered Debentures are accepted for payment is generally required to provide the Depositary with such Holder’s correct TIN on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. A TIN is generally an individual Holder’s social security number or a Holder’s employer identification number. If the Depositary is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, any payment made to such Holder with respect to Debentures purchased pursuant to the Tender Offer may be subject to withholding tax (currently set at 28% of the payment). More serious penalties may be imposed for providing false information, which, if willfully done, may result in fines and/or imprisonment.

11

      Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service.

      Certain Holders (including, among others, corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Foreign Holders must establish their status as exempt recipients from backup withholding and can do so by submitting to the Depositary a properly completed Internal Revenue Service Form W-8BEN (available from the Depositary), signed, under penalties of perjury, attesting to such Holder’s exempt foreign status. A disregarded domestic entity that has a foreign owner should file an Internal Revenue Service Form W-8BEN rather than a Substitute Form W-9. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

      Holders are urged to consult their own tax advisors to determine whether they are exempt from backup withholding.

PURPOSE OF SUBSTITUTE FORM W-9

      To prevent backup withholding on any payment made to a Holder with respect to Debentures purchased pursuant to the Tender Offer, the Holder is required to notify the Depositary of the Holder’s correct TIN by completing the form below, certifying that: (A) the TIN provided on Substitute Form W-9 is correct; (B) either (1) the Holder is exempt from backup withholding, (2) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to backup withholding as a result of failure to report all interest or dividends or (3) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding; and (C) the Holder is a United States person (including a United States resident alien).

      If a Holder does not have a TIN, such Holder should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 concerning applying for a TIN, check the box in Part 3 of the Substitute Form W-9 below, write “applied for” in lieu of its TIN and sign and date the form and the Certificate of Awaiting Taxpayer Identification Number. Checking this box, writing “applied for” on the form and signing such certificate means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If such Holder does not provide its TIN to the Depositary within 60 days, backup withholding will begin and continue until such Holder furnishes its TIN to the Depositary.

WHAT NUMBER TO GIVE THE DEPOSITARY

      The Holder is required to give the Depositary the TIN of the record owner of the Debentures. If the Debentures are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

12

PAYER’S NAME: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS DEPOSITARY
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT (OR COMPLETE PART 3) AND CERTIFY BY SIGNING AND DATING BELOW	TIN: ______________________________ Social Security Number or Employer ID Number

Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (TIN)   Name   Address (Number and Street)   City, State and Zip Code	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I have checked the box in part 3 and executed the certificate of Awaiting Taxpayer Identification Number below), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). Signature ______________________________   Date __________________________________	Part 3 — Awaiting TIN o Please complete the Certificate of Awaiting Taxpayer Identification Number below.
	Certificate Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).

FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING

OF A PORTION (CURRENTLY 28%) OF ANY PAYMENTS MADE TO YOU

WITH RESPECT TO THE DEBENTURES.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF

THE SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number, a portion (currently 28%) of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature ______________________________  Date  ______________________________

GUIDELINES FOR CERTIFICATION OF

TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

       GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER — Social Security numbers (SSNs) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers (EINs) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the name and Taxpayer Identification Number (TIN) of:
1.	An individual’s account	The individual(1)
2.	Two or more persons (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(2)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(3)
4.	a. The usual revocable trust (grantor is also trustee)	The grantor-trustee(2)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(2)
5.	Sole proprietorship or single-owner limited liability company (LLC)	The owner(4)
6.	A valid trust, estate, or pension trust	The legal entity(5)
7.	Corporate or LLC electing corporate status on Form 8832	The corporation
8.	Religious, charitable, or educational organization account	The organization
9.	Partnership or multi-member LLC	The partnership
10.	Association, club, or other tax-exempt organization	The organization
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	If you are a resident alien and you do not have and are not eligible to get an SSN, your taxpayer identification number is your IRS individual tax identification number (ITIN). Enter it in the Social Security Number box on the Substitute Form W-9. If you do not have an ITIN, see “Obtaining a Number” below.
(2)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a TIN, that person’s number must be furnished. If the first payee listed on an account provides the payer with a Form W-8BEN or similar statement signed under penalties of perjury, backup withholding applies unless: (1) every joint payee provides a statement regarding foreign status (e.g., a Form W-8BEN) or (2) any one of the joint payees who has not established foreign status provides the payer a TIN. If any one of the joint payees who has not established foreign status provides a TIN, that number will he used for purposes of backup withholding and information reporting.
(3)	Circle the minor’s name and furnish the minor’s SSN.
(4)	You must show your individual name. You may also enter your business or “doing business as” name. You may use either your 5514 or your TIN.
(5)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title).

NOTE: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER

IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

Note: Section references are to the Internal Revenue Code unless otherwise noted.

Obtaining a Number

If you do not have a taxpayer identification number or you don’t know your number, obtain either (a) Form SS-5, Application for a Social Security Number from the Social Security Administration (for eligible individuals), (b) Form W-7, Application for IRS Individual Taxpayer Identification Number from the Internal Revenue Service (IRS) (for a U.S. resident alien ineligible to receive an SSN), or (c) Form SS-4, Application for Employer Identification Number from the IRS (for businesses and all other entities), and apply for a number.

Payees and Payments Exempt from Backup Withholding

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For broker transactions, payees listed in items (1) through (12) and persons registered under the Investment Advisors Act of 1940 who regularly act as brokers are exempt:

(1)	An organization exempt from tax under section 501(a), an individual retirement account (IRA), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
(2)	The United States or any of its agencies or instrumentalities.
(3)	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(4)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
(5)	An international organization or any of its agencies or instrumentalities.
(6)	A corporation.
(7)	A foreign central bank of issue.
(8)	A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.
(9)	A real estate investment trust.

(10)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(11)	A common trust fund operated by a bank under section 584(a).
(12)	A financial institution.
(13)	A middleman known in the investment community as a nominee or custodian.
(14)	A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8BEN (CERTIFICATE OF FOREIGN STATUS).

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Misuse of TINs. — If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

CONSULTANT OR THE INTERNAL REVENUE SERVICE.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

     Any questions or requests for assistance or for additional copies of the Statement or this Letter of Transmittal may be directed to the Dealer Manager or the Information Agent as set forth below. A Holder may also contact such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offer.

The Depositary for the Tender Offer is:

J.P. Morgan Trust Company, National Association

Institutional Trust Services

Attn: Frank Ivins

2001 Bryan Street, 9th Floor

Dallas, TX 75201

The Information Agent for the Tender Offer is:

Georgeson Shareholder Communications

17 State Street

10th Floor

New York, NY 10004

Banks and Brokers Call Collect: (212) 440-9800

All Others Please Call Toll-Free: 800-387-8819

The Dealer Manager for the Tender Offer is:

UBS Investment Bank

Liability Management Group

677 Washington Blvd.

Stamford, CT 06901

Toll Free (888) 722-9555 (x4210)

Call Collect: (203) 719-4210

EX-99.A1.C

NOTICE OF GUARANTEED DELIVERY

Cooper Cameron Corporation

Offer to Purchase for Cash

any and all of the outstanding

1.75% Convertible Senior Debentures Due 2021

of Cooper Cameron Corporation

The Tender Offer and your withdrawal rights will expire at 9:00 a.m., New York City time, on May 5, 2004, unless extended (such date and time as it may be extended, the “Expiration Date”). Your acceptance of the Tender Offer may only be withdrawn under the circumstances described in the Offer to Purchase and in the Letter of Transmittal.

The Depositary for the Tender Offer is:

J.P. Morgan Trust Company, National Association

By Registered or Certified Mail, Overnight Courier or Hand Delivery:	By Facsimile: (214)468-6494
J.P. Morgan Trust Company, N.A. Attn: Frank Ivins 2001 Bryan Street, 9th Floor Dallas, TX 75201	J.P. Morgan Trust Company, N.A.
	Attn: Investor Relations Confirm by telephone: (800)275-2048

      Delivery of this Notice of Guaranteed Delivery to an address, or transmission via facsimile to a number, other than as set forth above will not constitute valid delivery.

      As set forth in the Offer to Purchase dated April 6, 2004 (the “Offer to Purchase”), of Cooper Cameron Corporation, a Delaware corporation (the “Company”), under the caption, “The Tender Offer — Procedures for Tendering Debentures,” and in the instructions to the Letter of Transmittal (the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer”), this form, or one substantially equivalent hereto, or an Agent’s Message relating to the guaranteed delivery procedures, must be used to accept the Tender Offer, upon the terms and subject to the conditions set forth in the Offer to Purchase, any and all of its outstanding 1.75% Convertible Senior Debentures due 2021 (the “Debentures”) at a price equal to $1,000 per $1,000 principal amount, plus accrued and unpaid interest thereon to, but not including, the date of payment if, on or before the Expiration Date:

•  certificates representing such Debentures are not immediately available;

•  time will not permit a Letter of Transmittal, certificates representing such Debentures and all other required documents to reach the Depositary; or

•  the procedures for book-entry transfer (including delivery of an Agent’s Message) cannot be completed.

      This form must be delivered by an Eligible Institution (as defined herein) by mail or hand delivery or transmitted via facsimile to the Depositary as set forth above. Delivery to DTC will not constitute valid delivery to the Depositary. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Offer to Purchase. This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by a Medallion Signature Guarantor under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

      The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal, the principal amount of Debentures specified below pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase under the caption, “The Tender Offer — Procedures for Tendering Debentures — Signature Guarantees.” The undersigned hereby authorizes the Depositary to deliver this Notice of Guaranteed Delivery to the Company with respect to the Debentures tendered hereby pursuant to the Tender Offer.

      The undersigned hereby represents that it is the holder of the Debentures being tendered (or caused to be tendered) hereby and is entitled to tender (or cause to be tendered) such Debentures as contemplated by the Tender Offer and, pursuant to the guaranteed delivery procedures described in the Tender Offer to Purchase and Letter of Transmittal, hereby tenders (or causes a tender) to the Company the aggregate principal amount of Debentures indicated below.

      The undersigned understands that the Company will accept for purchase Debentures validly tendered on or before the Expiration Date. This Notice of Guaranteed Delivery may only be used before the Expiration Date. The undersigned also understands that tenders of Debentures may be withdrawn at any time before the Expiration Date but the Purchase Price shall not be payable in respect of the Debentures so withdrawn. For a valid withdrawal of a tender of Debentures to be effective, it must be made in accordance with the procedures set forth in the Offer to Purchase under the caption, “The Tender Offer — Withdrawal of Tenders.”

      The undersigned understands that payment for Debentures purchased will be made only after timely receipt by the Depositary of:

•  such Debentures, or a Book-Entry Confirmation; and

•  a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), or a properly transmitted Agent’s Message, with any signature guarantees and any other documents required by the Letter of Transmittal.

      The undersigned also understands that under no circumstances will interest be paid by the Company by reason of any delay in making payment to the undersigned.

      The undersigned represents and warrants that:

•  such holder has a net long position in the Debentures being tendered pursuant to the Offer within the meaning of Rule 14e-4 under the Exchange Act; and

•  the tender of such Debentures complies with Rule 14e-4.

      All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

      This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for Debentures or on a security position listing as the owner of Debentures, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her name, address and capacity as indicated below and submit evidence to the Depositary of such person’s authority so to act.

2

Please print name(s) and address(es)

Name(s): 

Capacity:

Address(es): 

DO NOT SEND DEBENTURES WITH THIS FORM. DEBENTURES SHOULD BE SENT TO THE DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR AGENT’S MESSAGE.

PLEASE SIGN AND COMPLETE

DESCRIPTION OF THE DEBENTURES

	Certificate	Aggregate Principal	Principal Amount
Name(s) and Address(es) of Registered Holders	Number(s)	Amount Represented	Tendered
	Total Principal Amount of Debentures

Signature(s) of Registered

holder(s) or Authorized Signatory:

Name(s) of Registered holder(s):

Address: 

Area Code and Telephone No.:

Date:

o Check this box if Debentures will be delivered by book entry transfer.

Name of Tendering Institution: 

Transition Code No.:

Depositary Account No.

GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED

3

GUARANTEE

(Not to be used for signature guarantee)

          The undersigned, a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or another “Eligible Guarantor Institution” as defined in Rule l7Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that, within three business days from the date of receipt by the Depositary of this Notice of Guaranteed Delivery, a properly completed and validly executed Letter of Transmittal (or a facsimile thereof), together with Debentures tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Debentures into the Depositary’s account at The Depository Trust Company and Agent’s Message, pursuant to the procedures for book-entry transfer set forth under the caption “The Tender Offer — Procedures for Tendering Debentures” in the Offer to Purchase), and all other required documents will be delivered by the undersigned to the Depositary.

Name of Firm:

Address(es): 

Area Code and Tel. No.:

AUTHORIZED SIGNATURE

Name: 

Title: 

Date:

          The institution which completes this form must deliver to the Depositary this Notice of Guaranteed Delivery, the Letter of Transmittal (or facsimile thereof or Agent’s Message) and Debentures within the time periods specified herein and in the Offer to Purchase. Failure to do so could result in a financial loss to such institution.

          DO NOT SEND CERTIFICATES FOR DEBENTURES WITH THIS FORM — CERTIFICATED DEBENTURES SHOULD BE SENT WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL TO THE DEPOSITARY.

4 EX-99.A1.D 6 h14228exv99wa1wd.htm FORM OF LETTER TO BROKERS, DEALERS, BANKERS

Cooper Cameron Corporation

Offer to Purchase for Cash

any and all of the outstanding

1.75% Convertible Senior Debentures Due 2021

of Cooper Cameron Corporation

(CUSIP NO. 216641 AB8)

The Tender Offer and your withdrawal rights will expire at 9:00 a.m., New York City time, on May 5, 2004, unless the Offer is extended.

April 6, 2004

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

      Enclosed for your consideration is an Offer to Purchase (the “Offer to Purchase”) and a form of Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer”), relating to the offer by Cooper Cameron Corporation, a Delaware corporation (the “Company”), to purchase for cash any and all of its outstanding 1.75% Convertible Senior Debentures Due 2021 at a purchase price for each $1,000 principal amount equal to their par value plus accrued but unpaid interest to, but not including, the date of payment for the Debentures accepted for payment. Capitalized terms used in this letter and not defined in this letter will have the meanings ascribed to them in the Offer to Purchase.

      We have been engaged by the Company to act as the Dealer Manager in connection with the Tender Offer.

      The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal.

      For your information and for forwarding to your clients for whom you hold Debentures registered in your name or in the name of your nominee, we are enclosing the following documents:

      1. The Offer to Purchase dated April 6, 2004; and

      2. A Letter of Transmittal for the Debentures for your use and for the information of your clients, which provides information relating to backup United States federal income tax withholding.

      Participants of The Depository Trust Company (“DTC”) will be able to execute tenders through the DTC Automated Tender Offer Program.

      WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN THEIR INSTRUCTIONS.

      Any inquiries you may have with respect to the Tender Offer should be addressed to UBS Investment Bank, the Dealer Manager for the Tender Offer, at the address and telephone numbers set forth on the back cover page of the enclosed Offer to Purchase. You may also contact Georgeson Shareholder Communications, the Information Agent for the Tender Offer, at the address and telephone numbers as set forth on the back cover page of the enclosed Offer to Purchase. Additional copies of the enclosed material may be obtained from the Information Agent.

Very truly yours,

J.P. Morgan Trust Company, National Association

      Nothing contained herein or in the enclosed documents will constitute you as the agent of the Company, the Dealer Manager, the Depositary, the Information Agent, or the Trustee, or authorize you to give any information or to make any representations other than as contained herein or in the Offer to Purchase or the Letter of Transmittal and, if given or made, such information or representations must not be relied upon as having been authorized by the Company, the Dealer Manager, the Depositary, the Information Agent, or the Trustee. The Offer to Purchase and related documents do not constitute an offer to buy or solicitation of an offer to sell Debentures in any circumstances in which such offer or solicitation is unlawful. EX-99.A5 7 h14228exv99wa5.htm PRESS RELEASE

EXHIBIT (a)(5)

2004-6

Contact: R. Scott Amann
Vice President, Investor Relations
(713) 513-3344

COOPER CAMERON COMMENCES CASH TENDER OFFER FOR ITS
OUTSTANDING 1.75% CONVERTIBLE SENIOR DEBENTURES DUE 2021

HOUSTON (April 6, 2004) — Cooper Cameron Corporation (NYSE: CAM) today commenced a cash tender offer to purchase any and all of its outstanding $200,000,000 1.75% Convertible Senior Debentures due 2021 (the “Debentures”). The tender offer is scheduled to expire at 9:00 a.m., New York City time, on May 5, 2004, unless extended or earlier terminated. The tender offer is not subject to the receipt of any minimum amount of tenders.

     The Company is offering to purchase the Debentures at a purchase price equal to $1,000 per $1,000 principal amount of Debentures, plus accrued and unpaid interest up to, but not including, the payment date.

     The principal purpose of the tender offer is to acquire all of the outstanding Debentures as a step in refinancing the indebtedness represented thereby. The Company will deliver the Debentures that are purchased in the tender offer to J.P. Morgan Trust Company, National Association, as Trustee, for cancellation, and those Debentures will cease to be outstanding.

     The tender offer is conditioned upon the Company receiving financing sufficient to pay the purchase price for all validly tendered Debentures. The Company intends to obtain the funds necessary to pay the purchase price through the public or private sale of the Company’s debt or convertible debt securities. The Company also intends to arrange a short-term liquidity facility that will be available to fund the purchase price if the Company is unable to complete the sale of its securities on acceptable terms.

     This press release is neither an offer to purchase nor a solicitation of an offer to sell securities and no recommendation is made as to whether or not holders of the Debentures should tender their Debentures pursuant to the tender offer. The tender offer is made only by the Offer to Purchase dated April 6, 2004.

     The terms and conditions of the tender offer appear in the Company’s Offer to Purchase and the related Letter of Transmittal. The tender offer is subject to a number of conditions, including the Company’s ability to finance the tender offer and other general conditions. Copies of the Offer to Purchase, the Letter of Transmittal and other related documents have been filed with the SEC today as exhibits to the Schedule TO and will be delivered to holders of the Debentures. These documents contain important information about the Company, the Debentures, the Company’s offer to purchase the Debentures and related matters. Investors and security holders are urged to read carefully the Schedule TO and all exhibits thereto, including the Offer to Purchase and Letter of Transmittal. Investors and security holders can obtain free copies of the Schedule TO, Offer to Purchase and Letter of Transmittal and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.

     The Company has retained UBS Securities LLC to act as Dealer Manager in connection with the tender offer. Questions about the tender offer may be directed to UBS Securities LLC at (888) 722-9555 (x4210) (toll-free) or (203) 719-4210 (collect), or to Georgeson Shareholder Communications, the information agent for the tender offer, at (212) 440-9800 (telephone for banks and brokers) or (800) 387-8819 (toll-free).

     Cooper Cameron Corporation (NYSE: CAM) is a leading international manufacturer of oil and gas pressure control equipment, including valves, wellheads, controls, chokes, blowout preventers and assembled systems for oil and gas drilling, production and transmission used in onshore, offshore and subsea applications, and provides oil and gas separation equipment. Cooper Cameron is also a leading manufacturer of centrifugal air compressors, integral and separable gas compressors and turbochargers.

# # #

Website: www.coopercameron.com

     Nothing in this press release constitutes an offer of any securities for sale by the Company. Any securities offered or sold in a private placement to obtain proceeds to finance the purchase of the Debentures in the tender offer will not be registered under the Securities Act of 1933 as amended and may not be offered or sold in the United States absent registration under the Securities Act or any applicable exemption from registration.

     In addition to the historical data contained herein, this press release contains forward-looking statements that involve risks and uncertainties and were made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Specific forward-looking statements include: statements regarding the Company’s ability to finance the tender offer and the completion of the tender offer. In particular, the Company’s completion of the tender offer and the terms of the tender offer are subject to various risks, including prevailing conditions in the public capital markets. There can be no assurance that the tender offer will be successfully completed. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Company’s actual results could differ materially from those anticipated in these forward-looking statements for many reasons.

EX-99.A1.D

exv99wa1wd

EX-99.A5

exv99wa5