<PAGE>   1
    As filed with the Securities and Exchange Commission on June 29, 1998

                                                           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)


                 INDIVIDUAL ACCOUNT  RETIREMENT PLAN FOR COOPER
                   CAMERON CORPORATION HOURLY EMPLOYEES, UAW,
                             AT THE SUPERIOR PLANT
                            (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      1,000(4)         $52.375          $52,375           $16.00
      $.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 Long-Term Incentive Plan.

(2)  Estimated based on the reported New York Stock Exchange composite
     transactions closing price on June 25, 1998, 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, 1997.

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 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, 1997, 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
Individual Account Retirement Plan for Cooper Cameron Corporation Hourly
Employees, UAW, at the Superior Plant.

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).

         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 or
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 tout 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 filed with the Securities and Exchange Commission on March 26,
     1997, 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 of Amended and Restated Certificate of
     Incorporation of Cooper Cameron Corporation, dated May 19, 1998.
<PAGE>   3
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  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.

4.6  Individual Account Retirement Plan for Cooper Cameron Corporation Hourly
     Employees, UAW, at the Superior Plant (January 1, 1995 Restatement).

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 resolutions 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 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>   4
                                   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 29th day of June,
1998.

                                          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 June 29, 1998:

     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

<PAGE>   5

/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 26th day of June 1998.


                                              INDIVIDUAL ACCOUNT RETIREMENT
                                              PLAN FOR COOPER CAMERON 
                                              CORPORATION HOURLY EMPLOYEES, UAW,
                                              AT THE SUPERIOR PLANT

                                              ADMINISTRATIVE COMMITTEE

                                              /s/ Thomas R. Hix
                                              ---------------------------------
                                              By:  Thomas R. Hix, Chairman
<PAGE>   6
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                              SEQUENTIAL
NUMBER                            DESCRIPTION                        PAGE NO.
--------------------------------------------------------------------------------
<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 filed with the Securities and Exchange Commission on March 26,
     1997, 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 of Amended and Restated Certificate of
     Incorporation of Cooper Cameron Corporation, dated May 19, 1998.

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  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.

4.6  Individual Account Retirement Plan for Cooper Cameron Corporation Hourly
     Employees, UAW, at the Superior Plant (January 1, 1995 Restatement).

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 resolutions 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": "333-57997", "film-number": "98656709"}, "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 June 29, 1998

                                                           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)

                 INDIVIDUAL ACCOUNT  RETIREMENT PLAN FOR COOPER
                   CAMERON CORPORATION HOURLY EMPLOYEES, UAW,
                             AT THE SUPERIOR PLANT
                            (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      1,000(4)         $52.375          $52,375           $16.00
      $.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 Long-Term Incentive Plan.

(2)  Estimated based on the reported New York Stock Exchange composite
     transactions closing price on June 25, 1998, 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, 1997.

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 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, 1997, 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
Individual Account Retirement Plan for Cooper Cameron Corporation Hourly
Employees, UAW, at the Superior Plant.

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).

         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 or
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 tout 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 filed with the Securities and Exchange Commission on March 26,
     1997, 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 of Amended and Restated Certificate of
     Incorporation of Cooper Cameron Corporation, dated May 19, 1998.
3
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  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.

4.6  Individual Account Retirement Plan for Cooper Cameron Corporation Hourly
     Employees, UAW, at the Superior Plant (January 1, 1995 Restatement).

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 resolutions 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 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.
4
                                   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 29th day of June,
1998.

                                          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 June 29, 1998:

     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
5

/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 26th day of June 1998.

                                              INDIVIDUAL ACCOUNT RETIREMENT
                                              PLAN FOR COOPER CAMERON 
                                              CORPORATION HOURLY EMPLOYEES, UAW,
                                              AT THE SUPERIOR PLANT

                                              ADMINISTRATIVE COMMITTEE

                                              /s/ Thomas R. Hix
                                              ---------------------------------
                                              By:  Thomas R. Hix, Chairman
6
                                 EXHIBIT INDEX
EXHIBIT                                                              SEQUENTIAL
NUMBER                            DESCRIPTION                        PAGE NO.
--------------------------------------------------------------------------------
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 filed with the Securities and Exchange Commission on March 26,
     1997, 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 of Amended and Restated Certificate of
     Incorporation of Cooper Cameron Corporation, dated May 19, 1998.

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  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.

4.6  Individual Account Retirement Plan for Cooper Cameron Corporation Hourly
     Employees, UAW, at the Superior Plant (January 1, 1995 Restatement).

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 resolutions authorizing signatures pursuant to Power
     of Attorney.