UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Amendment No. 1

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)                     February 9, 2005                    

Cooper Cameron Corporation

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:

Item 2.02. Results of Operations and Financial Condition

On February 9, 2005, Cooper Cameron Corporation issued a press release announcing its results for the quarter ended December 31, 2004, and furnished a copy of that press release on Form 8-K as Exhibit 99.1. The Company is hereby correcting the previously furnished Form 8-K to change the “average shares utilized in diluted calculation” for the twelve months ended December 31, 2004, to 53.8 million shares.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits:

     The following are being furnished as exhibits to this report:

Exhibit 99.1 to this report contains a “non-GAAP financial measure” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The non-GAAP financial measure reflects earnings before interest, taxes, depreciation and amortization expense (“EBITDA”). A reconciliation of EBITDA to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) is included as an attachment to the press release. The Company believes the presentation of EBITDA is useful to the Company’s investors because EBITDA is an appropriate measure of evaluating the Company’s operating performance and liquidity that reflects the resources available for strategic opportunities including, among others, investing in the business, strengthening the balance sheet, repurchasing the Company’s securities and making strategic acquisitions. In addition, EBITDA is a widely used benchmark in the investment community.

The presentation of this additional information is not meant to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with GAAP.

SIGNATURE

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

Date: February 9, 2005

Cooper Cameron Corporation
Current report on Form 8-K
Dated February 9, 2005

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