SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MYERS FRANKLIN

(Last)

(First)

(Middle)

1333 WEST LOOP SOUTH

SUITE 1700

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COOPER CAMERON CORP [ CAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/07/2004		M		4,845	A	$33	55,155	D
Common Stock	10/07/2004		M		2,342	A	$42.6875	57,497	D
Common Stock	10/07/2004		M		40,192	A	$42.6875	97,689	D
Common Stock	10/07/2004		F		38,235	D	$56.2	59,454	D
Common Stock								1,109.003	I	by Trust⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$42.6875	10/07/2004		M			2,342	11/11/2003	11/11/2009	Common Stock	2,342	$42.6875	0	D
Non-Qualified Stock Option (right to buy)	$33	10/07/2004		M			4,845	11/15/2003	11/15/2011	Common Stock	4,845	$33	13,636	D
Non-Qualified Stock Option (right to buy)	$42.6875	10/07/2004		M			40,192	11/11/2003	11/11/2009	Common Stock	40,192	$42.6875	0	D
Non-Qualified Stock Option (right to buy)	$56.2	10/07/2004		A		34,862⁽²⁾		10/07/2004	11/11/2009	Common Stock	34,862	$56.2	34,862	D
Non-Qualified Stock Option (right to buy)	$56.2	10/07/2004		A		3,373⁽²⁾		10/07/2004	11/15/2011	Common Stock	3,373	$56.2	3,373	D

Explanation of Responses:

1. Held for the reporting person by the Cooper Cameron Corporation 401K Plan Trustee.

2. Grant to reporting person under Rule 16b-3(d) pursuant to the reload feature of the Company's Long-Term Incentive Plan.

	By: Grace Holmes For: Franklin Myers	10/08/2004
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.