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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 6, 2004

Cooper Cameron Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13884	76-0451843
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1333 West Loop South, Suite 1700, Houston, Texas		77027
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 713-513-3300

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03. Material Modifications to Rights of Security Holders.

On December 6, 20004, Cooper Cameron Corporation (the "Company") announced that it has elected to use a "cash pay" provision with respect to its 1.50% convertible senior debentures due 2024 for any debentures tendered for conversion or designated for redemption. In the event the Company's common stock price reaches certain predetermined levels and holders choose to tender their debentures, or if Cooper Cameron decides to redeem the debentures, the Company will pay cash for 100 percent of the principal amount of such debentures. The announcement was contained in a press release, a copy of which is filed under Item 9.01 as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Cooper Cameron Corporation, dated December 6, 2004 – Cooper Cameron Confirms "Cash Pay" Provision on Convertible Securities

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cooper Cameron Corporation
December 8, 2004	By:	William C. Lemmer
		Name: William C. Lemmer
		Title: Vice President, General Counsel & Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Cooper Cameron Corporation, dated December 6, 2004 - Cooper Cameron Confirms "Cash Pay" Provision on Convertible Securities