<PAGE>   1
       As filed with the Securities and Exchange Commission on May 3, 1999

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

                             ----------------------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           COOPER CAMERON CORPORATION
             (Exact name of registrant as specified in its charter)
                Delaware                                   76-0451843
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                   Identification No.)

   515 Post Oak Boulevard, Suite 1200
             Houston, Texas                                        77027
(Address of Principal Executive Offices)                         (Zip Code)

                           COOPER CAMERON CORPORATION
                             SAVINGS-INVESTMENT PLAN
                              FOR HOURLY EMPLOYEES
                            (Full title of the plan)

                                 Franklin Myers
              Senior Vice President, General Counsel and Secretary
                           Cooper Cameron Corporation
                       515 Post Oak Boulevard, Suite 1200
                              Houston, Texas 77027
                     (Name and address of agent for service)

                                 (713) 513-3300
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                                             Proposed          Proposed
                                                            Maximum           Maximum
                                        Amount               Offering          Aggregate       Amount of
       Title of Securities               to be              Price Per         Offering       Registration
       to be Registered (1)           Registered             Share(2)          Price(3)           Fee
<S>                                   <C>                   <C>               <C>            <C> 
       Common Stock, par value         4,000(4)              $37.00            $148,000         $41.15
       $.01 per share
</TABLE>

================================================================================
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1934,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Savings-Investment
         Plan for Hourly Employees.
(2)      Estimated based on the reported New York Stock Exchange composite
         transactions average of the high and low prices on April 29, 1999,
         which is within 5 business days prior to the date of filing of this
         registration statement.
(3)      Estimated solely for the purpose of calculating the filing fee.
(4)      Each share of Common Stock offered hereby includes one purchase right
         issuable under the Cooper Cameron Corporation Rights Plan which is
         exercisable upon the occurrence of certain specified events.


<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by Cooper Cameron Corporation ("Cooper Cameron"
or the "Company"), are incorporated herein by reference and made a part hereof:

          (a) Annual Report on Form 10-K for the year ended December 31, 1998.

         All reports subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15 (d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The consolidated financial statements of Cooper Cameron incorporated
by reference in Cooper Cameron's Annual Report (Form 10-K) for the year ended
December 31, 1998, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.

          The opinion as to the legality of the securities registered hereunder
is being given by Franklin Myers, Senior Vice President, General Counsel and
Secretary of the Company. Mr. Myers is not eligible to participate in the Cooper
Cameron Corporation Savings-Investment Plan for Hourly Employees.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

         In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise approved
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceedings, as well as to expenses (including
attorneys' fees).


<PAGE>   3

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors; or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct; or (iii) by the stockholders.

         The Certificate of Incorporation and bylaws of the Company require the
Company to indemnify the Registrant's directors and officers to the fullest
extent permitted under Delaware law, and to implement provisions pursuant to
contractual indemnity agreements the Company has entered into with its directors
and executive officers. The Certificate limits the personal liability of a
director to the Company or its stockholders to damages for breach of the
director's fiduciary duty. The Company has purchased insurance on behalf of its
directors and officers against certain liabilities that may be asserted or
incurred by such persons in their capacities as directors or officers of the
Company, or that may arise out of their status as directors or officers of the
Company, including liabilities under the federal and state securities laws.

ITEM 8.  EXHIBITS

4.1      First Amended and Restated Bylaws of Cooper Cameron Corporation, filed
         as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper
         Cameron Corporation, and incorporated herein by reference.

4.2      Amended and Restated Certificate of Incorporation of Cooper Cameron
         Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
         Registration Statement on Form S-8 of Cooper Cameron Corporation
         (Commission File No. 33-94948), and incorporated herein by reference.

4.3      Certificate of Amendment to the Amended and Restated Certificate of
         Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to
         the Registration Statement on Form S-8 of Cooper Cameron Corporation
         (Commission File No. 333-57995), and incorporated herein by reference.

4.4      Amended and Restated Credit Agreement, dated as of March 20, 1997,
         among Cooper Cameron Corporation and certain of its subsidiaries and
         the banks named therein and First National Bank of Chicago, as agent,
         filed as Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal
         year ended December 31, 1996, and incorporated herein by reference.

4.5      Form of Rights Agreement, dated as of May 1, 1995, between Cooper
         Cameron Corporation and First Chicago Trust Company of New York, as
         Rights Agent, filed as Exhibit 4.1 to the Registration Statement on
         Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948),
         and incorporated herein by reference.

4.6      First Amendment to Rights Agreement between Cooper Cameron Corporation
         and First Chicago Trust Company of New York, as Rights Agent, dated
         November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form
         10-K for the fiscal year ended December 31, 1997, and incorporated
         herein by reference.

4.7      Cooper Cameron Corporation Savings-Investment Plan for Hourly
         Employees.

5.1      Opinion and Consent of Franklin Myers, Senior Vice President, General
         Counsel and Secretary of the Company.


<PAGE>   4

23.1     Consent of Franklin Myers (contained in his opinion filed as Exhibit 
         5.1 hereto.)

23.2     Consent of Independent Auditors.

24.1     Powers of Attorney from certain members of Cooper Cameron Corporation 
         Board of Directors.

24.2     Certified copy of resolution authorizing signatures pursuant to Power 
         of Attorney

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post effective amendment to this registration statement:

                  (i)      to include any prospectus required by Section 10
                           (a)(3) of the Securities Act of 1993,

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;
                           provided, however, that the undertakings set forth in
                           paragraphs (a) (1) (i) and (a) (1) (ii) above do not
                           apply if the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed by the registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of 



<PAGE>   5

the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



<PAGE>   6



                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston, State of Texas, on the 30th day of
April, 1999.

                                        COOPER CAMERON CORPORATION
                                        (Registrant)




                                        By:      /s/ Franklin Myers
                                           --------------------------------
                                        Franklin  Myers, Senior Vice President, 
                                        General Counsel and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 30, 1999:

<TABLE>
<CAPTION>
         Signature                                            Title
         ---------                                            -----

<S>                                                  <C>
/s/ Sheldon R. Erikson
--------------------------------                     Director, Chairman, President &
Sheldon R. Erikson                                   Chief Executive Officer (principal
                                                     executive officer)

/s/ Thomas R. Hix
--------------------------------                     Senior Vice President & Chief
Thomas R. Hix                                        Financial Officer
                                                     (principal financial officer)

/s/ Joseph D. Chamberlain
--------------------------------                     Vice President & Controller
Joseph D. Chamberlain                                (principal accounting officer)


/s/ C. Baker Cunningham*
--------------------------------                     Director
C. Baker Cunningham


/s/ Grant A. Dove*
--------------------------------                     Director
Grant A. Dove
</TABLE>



<PAGE>   7



<TABLE>
<S>                                                  <C>  
/s/ Michael E. Patrick*
--------------------------------                     Director
Michael E. Patrick


/s/ David Ross*
--------------------------------                     Director
David Ross


/s/ Michael J. Sebastian*
--------------------------------                     Director
Michael Sebastian
</TABLE>


*By:      /s/ Franklin Myers
    ------------------------------------
  Franklin Myers, Senior Vice President,
    General Counsel and Secretary




         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston and State
of Texas on the 30th day of April, 1999.


                                        COOPER CAMERON CORPORATION
                                        SAVINGS-INVESTMENT PLAN FOR
                                        HOURLY EMPLOYEES

                                        ADMINISTRATIVE COMMITTEE

                                        /s/ Thomas R. Hix
                                        ---------------------------------------
                                        By:  Thomas R. Hix, Chairman


<PAGE>   8



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT                                                             
NUMBER                             DESCRIPTION       
--------------------------------------------------------------------------------
<S>      <C>
4.1      First Amended and Restated Bylaws of Cooper Cameron Corporation, filed
         as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper
         Cameron Corporation, and incorporated herein by reference.

4.2      Amended and Restated Certificate of Incorporation of Cooper Cameron
         Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
         Registration Statement on Form S-8 of Cooper Cameron Corporation
         (Commission File No. 33-94948), and incorporated herein by reference.

4.3      Certificate of Amendment to the Amended and Restated Certificate of
         Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to
         the Registration Statement on Form S-8 of Cooper Cameron Corporation
         (Commission File No. 333-57995), and incorporated herein by reference.

4.4      Amended and Restated Credit Agreement, dated as of March 20, 1997,
         among Cooper Cameron Corporation and certain of its subsidiaries and
         the banks named therein and First National Bank of Chicago, as agent,
         filed as Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal
         year ended December 31, 1996, and incorporated herein by reference.

4.5      Form of Rights Agreement, dated as of May 1, 1995, between Cooper
         Cameron Corporation and First Chicago Trust Company of New York, as
         Rights Agent, filed as Exhibit 4.1 to the Registration Statement on
         Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948),
         and incorporated herein by reference.

4.6      First Amendment to Rights Agreement between Cooper Cameron Corporation
         and First Chicago Trust Company of New York, as Rights Agent, dated
         November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form
         10-K for the fiscal year ended December 31, 1997, and incorporated
         herein by reference.

4.7      Cooper Cameron Corporation Savings-Investment Plan for Hourly
         Employees.

5.1      Opinion and Consent of Franklin Myers, Senior Vice President, General
         Counsel and Secretary of the Company.

23.1     Consent of Franklin Myers (contained in his opinion filed as Exhibit
         5.1 hereto.)

23.2     Consent of Independent Auditors.

24.1     Powers of Attorney from certain members of Cooper Cameron Corporation
         Board of Directors.

24.2     Certified copy of resolution authorizing signatures pursuant to Power
         of Attorney.
</TABLE>
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{"company-data": {"conformed-name": "COOPER CAMERON CORP", "cik": "0000941548", "assigned-sic": "3533", "irs-number": "760451843", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77641", "film-number": "99609390"}, "business-address": {"street1": "515 POST OAK BLVD", "street2": "STE 1200", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7135133322"}, "mail-address": {"street1": "515 POST OAK BOULEVARD", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
1
       As filed with the Securities and Exchange Commission on May 3, 1999

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

                             ----------------------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           COOPER CAMERON CORPORATION
             (Exact name of registrant as specified in its charter)
                Delaware                                   76-0451843
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                   Identification No.)

   515 Post Oak Boulevard, Suite 1200
             Houston, Texas                                        77027
(Address of Principal Executive Offices)                         (Zip Code)

                           COOPER CAMERON CORPORATION
                             SAVINGS-INVESTMENT PLAN
                              FOR HOURLY EMPLOYEES
                            (Full title of the plan)

                                 Franklin Myers
              Senior Vice President, General Counsel and Secretary
                           Cooper Cameron Corporation
                       515 Post Oak Boulevard, Suite 1200
                              Houston, Texas 77027
                     (Name and address of agent for service)

                                 (713) 513-3300
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed          Proposed
                                                            Maximum           Maximum
                                        Amount               Offering          Aggregate       Amount of
       Title of Securities               to be              Price Per         Offering       Registration
       to be Registered (1)           Registered             Share(2)          Price(3)           Fee
Common Stock, par value         4,000(4)              $37.00            $148,000         $41.15
       $.01 per share
================================================================================
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1934,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Savings-Investment
         Plan for Hourly Employees.
(2)      Estimated based on the reported New York Stock Exchange composite
         transactions average of the high and low prices on April 29, 1999,
         which is within 5 business days prior to the date of filing of this
         registration statement.
(3)      Estimated solely for the purpose of calculating the filing fee.
(4)      Each share of Common Stock offered hereby includes one purchase right
         issuable under the Cooper Cameron Corporation Rights Plan which is
         exercisable upon the occurrence of certain specified events.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by Cooper Cameron Corporation ("Cooper Cameron"
or the "Company"), are incorporated herein by reference and made a part hereof:

          (a) Annual Report on Form 10-K for the year ended December 31, 1998.

         All reports subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15 (d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The consolidated financial statements of Cooper Cameron incorporated
by reference in Cooper Cameron's Annual Report (Form 10-K) for the year ended
December 31, 1998, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.

          The opinion as to the legality of the securities registered hereunder
is being given by Franklin Myers, Senior Vice President, General Counsel and
Secretary of the Company. Mr. Myers is not eligible to participate in the Cooper
Cameron Corporation Savings-Investment Plan for Hourly Employees.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

         In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise approved
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceedings, as well as to expenses (including
attorneys' fees).
3

         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors; or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct; or (iii) by the stockholders.

         The Certificate of Incorporation and bylaws of the Company require the
Company to indemnify the Registrant's directors and officers to the fullest
extent permitted under Delaware law, and to implement provisions pursuant to
contractual indemnity agreements the Company has entered into with its directors
and executive officers. The Certificate limits the personal liability of a
director to the Company or its stockholders to damages for breach of the
director's fiduciary duty. The Company has purchased insurance on behalf of its
directors and officers against certain liabilities that may be asserted or
incurred by such persons in their capacities as directors or officers of the
Company, or that may arise out of their status as directors or officers of the
Company, including liabilities under the federal and state securities laws.

ITEM 8.  EXHIBITS

4.1      First Amended and Restated Bylaws of Cooper Cameron Corporation, filed
         as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper
         Cameron Corporation, and incorporated herein by reference.

4.2      Amended and Restated Certificate of Incorporation of Cooper Cameron
         Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
         Registration Statement on Form S-8 of Cooper Cameron Corporation
         (Commission File No. 33-94948), and incorporated herein by reference.

4.3      Certificate of Amendment to the Amended and Restated Certificate of
         Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to
         the Registration Statement on Form S-8 of Cooper Cameron Corporation
         (Commission File No. 333-57995), and incorporated herein by reference.

4.4      Amended and Restated Credit Agreement, dated as of March 20, 1997,
         among Cooper Cameron Corporation and certain of its subsidiaries and
         the banks named therein and First National Bank of Chicago, as agent,
         filed as Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal
         year ended December 31, 1996, and incorporated herein by reference.

4.5      Form of Rights Agreement, dated as of May 1, 1995, between Cooper
         Cameron Corporation and First Chicago Trust Company of New York, as
         Rights Agent, filed as Exhibit 4.1 to the Registration Statement on
         Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948),
         and incorporated herein by reference.

4.6      First Amendment to Rights Agreement between Cooper Cameron Corporation
         and First Chicago Trust Company of New York, as Rights Agent, dated
         November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form
         10-K for the fiscal year ended December 31, 1997, and incorporated
         herein by reference.

4.7      Cooper Cameron Corporation Savings-Investment Plan for Hourly
         Employees.

5.1      Opinion and Consent of Franklin Myers, Senior Vice President, General
         Counsel and Secretary of the Company.
4

23.1     Consent of Franklin Myers (contained in his opinion filed as Exhibit 
         5.1 hereto.)

23.2     Consent of Independent Auditors.

24.1     Powers of Attorney from certain members of Cooper Cameron Corporation 
         Board of Directors.

24.2     Certified copy of resolution authorizing signatures pursuant to Power 
         of Attorney

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post effective amendment to this registration statement:

                  (i)      to include any prospectus required by Section 10
                           (a)(3) of the Securities Act of 1993,

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;
                           provided, however, that the undertakings set forth in
                           paragraphs (a) (1) (i) and (a) (1) (ii) above do not
                           apply if the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed by the registrant
                           pursuant to Section 13 or Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of
5

the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
6

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston, State of Texas, on the 30th day of
April, 1999.

                                        COOPER CAMERON CORPORATION
                                        (Registrant)

                                        By:      /s/ Franklin Myers
                                           --------------------------------
                                        Franklin  Myers, Senior Vice President, 
                                        General Counsel and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on April 30, 1999:
Signature                                            Title
         ---------                                            -----
/s/ Sheldon R. Erikson
--------------------------------                     Director, Chairman, President &
Sheldon R. Erikson                                   Chief Executive Officer (principal
                                                     executive officer)

/s/ Thomas R. Hix
--------------------------------                     Senior Vice President & Chief
Thomas R. Hix                                        Financial Officer
                                                     (principal financial officer)

/s/ Joseph D. Chamberlain
--------------------------------                     Vice President & Controller
Joseph D. Chamberlain                                (principal accounting officer)

/s/ C. Baker Cunningham*
--------------------------------                     Director
C. Baker Cunningham

/s/ Grant A. Dove*
--------------------------------                     Director
Grant A. Dove
7
/s/ Michael E. Patrick*
--------------------------------                     Director
Michael E. Patrick

/s/ David Ross*
--------------------------------                     Director
David Ross

/s/ Michael J. Sebastian*
--------------------------------                     Director
Michael Sebastian
*By:      /s/ Franklin Myers
    ------------------------------------
  Franklin Myers, Senior Vice President,
    General Counsel and Secretary

         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston and State
of Texas on the 30th day of April, 1999.

                                        COOPER CAMERON CORPORATION
                                        SAVINGS-INVESTMENT PLAN FOR
                                        HOURLY EMPLOYEES

                                        ADMINISTRATIVE COMMITTEE

                                        /s/ Thomas R. Hix
                                        ---------------------------------------
                                        By:  Thomas R. Hix, Chairman
8

                                  EXHIBIT INDEX
EXHIBIT                                                             
NUMBER                             DESCRIPTION       
--------------------------------------------------------------------------------
4.1      First Amended and Restated Bylaws of Cooper Cameron Corporation, filed
         as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper
         Cameron Corporation, and incorporated herein by reference.

4.2      Amended and Restated Certificate of Incorporation of Cooper Cameron
         Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
         Registration Statement on Form S-8 of Cooper Cameron Corporation
         (Commission File No. 33-94948), and incorporated herein by reference.

4.3      Certificate of Amendment to the Amended and Restated Certificate of
         Incorporation of Cooper Cameron Corporation, filed as Exhibit 4.3 to
         the Registration Statement on Form S-8 of Cooper Cameron Corporation
         (Commission File No. 333-57995), and incorporated herein by reference.

4.4      Amended and Restated Credit Agreement, dated as of March 20, 1997,
         among Cooper Cameron Corporation and certain of its subsidiaries and
         the banks named therein and First National Bank of Chicago, as agent,
         filed as Exhibit 10.21 to the Annual Report on Form 10-K for the fiscal
         year ended December 31, 1996, and incorporated herein by reference.

4.5      Form of Rights Agreement, dated as of May 1, 1995, between Cooper
         Cameron Corporation and First Chicago Trust Company of New York, as
         Rights Agent, filed as Exhibit 4.1 to the Registration Statement on
         Form S-8 of Cooper Cameron Corporation (Commission File No. 33-94948),
         and incorporated herein by reference.

4.6      First Amendment to Rights Agreement between Cooper Cameron Corporation
         and First Chicago Trust Company of New York, as Rights Agent, dated
         November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form
         10-K for the fiscal year ended December 31, 1997, and incorporated
         herein by reference.

4.7      Cooper Cameron Corporation Savings-Investment Plan for Hourly
         Employees.

5.1      Opinion and Consent of Franklin Myers, Senior Vice President, General
         Counsel and Secretary of the Company.

23.1     Consent of Franklin Myers (contained in his opinion filed as Exhibit
         5.1 hereto.)

23.2     Consent of Independent Auditors.

24.1     Powers of Attorney from certain members of Cooper Cameron Corporation
         Board of Directors.

24.2     Certified copy of resolution authorizing signatures pursuant to Power
         of Attorney.