SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Jennings Michael (Last) (First) (Middle) 1333 WEST LOOP SOUTH SUITE 1700 (Street) HOUSTON X1 77027 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/25/2005	3. Issuer Name and Ticker or Trading Symbol COOPER CAMERON CORP [ CAM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Treasurer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,495	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	11/12/2006	11/12/2013	Common Stock	2,329	$42.93	D
Incentive Stock Option (right to buy)	(1)	11/22/2011	Common Stock	3,974	$50.31	D
Incentive Stock Option (right to buy)	05/30/2003	05/30/2010	Common Stock	4,497	$66.6875	D
Non-Qualified Stock Option (right to buy)	(2)	11/12/2013	Common Stock	15,004	$42.93	D
Non-Qualified Stock Option (right to buy)	05/14/2004	11/14/2012	Common Stock	2,800	$46.91	D
Non-Qualified Stock Option (right to buy)	11/21/2002	11/15/2011	Common Stock	1,434	$50.16	D
Non-Qualified Stock Option (right to buy)	(3)	11/22/2011	Common Stock	14,026	$50.31	D
Non-Qualified Stock Option (right to buy)	07/19/2004	11/14/2012	Common Stock	1,453	$51.65	D
Non-Qualified Stock Option (right to buy)	11/13/2003	11/13/2010	Common Stock	12,600	$53.72	D
Non-Qualified Stock Option (right to buy)	01/31/2005	11/14/2012	Common Stock	1,332	$56.31	D
Non-Qualified Stock Option (right to buy)	05/30/2003	05/30/2010	Common Stock	15,503	$66.6875	D

Explanation of Responses:

1. The option vests in three annual installments of 1325 shares on November 22, 2005, 1325 shares on November 22, 2006, and 1324 shares on November 22, 2007.

2. The option vests in two annual installments of 8667 shares on November 12, 2005, and 6337 on November 12, 2006.

3. The option vests in three annual installments of 4676 shares on November 22, 2005, 4675 shares on November 22, 2006, and 4675 shares on November 22, 2007.

	By: Grace Holmes For: Michael Jennings	03/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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