<PAGE>

     As filed with the Securities and Exchange Commission on  May 29, 2001

                                                       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 BROAD BASED
                              2000 INCENTIVE PLAN
                           (Full title of the plan)

                               William C. Lemmer
                 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            500,000(4)      $68.375      $34,187,500            $8,547
$.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 number of additional
     shares that may be necessary to adjust the number of shares reserved for
     issuance under the Cooper Cameron Corporation Broad Based 2000 Incentive
     Plan as a result of any future stock split, stock dividend or similar
     adjustment of the outstanding Common Stock.
(2)  Estimated based on the reported New York Stock Exchange composite
     transactions high and low prices on
     May 24, 2001,  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>

                                    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, 2000.

     (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

     (c) Form 8-K filed on May 16, 2001.

     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, 2000, 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 on 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 William C. Lemmer, Vice President, General Counsel and Secretary
of the Company.  Mr. Lemmer is eligible to participate in the Cooper Cameron
Corporation Broad Based 2000 Incentive Plan.

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, filed as
     Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron
     Corporation, dated May 26, 1998 (Commission File No. 333-53545), and
     incorporated herein by reference.

4.4  Amended and Restated Credit Agreement, dated as of March 20, 1997, among
     Cooper Cameron
<PAGE>

     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  Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as
     Exhibit 4.6 to the Registration Statement on Form S-8 filed with the SEC on
     September 26, 2000 (File No. 333- 46638) and incorporated herein by
     reference.

4.7  First Amendment to the Cooper Cameron Corporation Broad Based 2000
     Incentive Plan.

5.1  Opinion and Consent of William C. Lemmer, Vice President, General Counsel
     and Secretary of the Company.

23.1 Consent of William C. Lemmer (contained in his opinion filed as Exhibit
     5.1 hereto.)

23.2 Consent of Independent Auditors.

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

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

                                   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 25th day of May,
2001.

                                    COOPER CAMERON CORPORATION
                                    (Registrant)


                                    /s/ Thomas R. Hix
                                    ---------------------------------
                                     By: Thomas R. Hix
                                         Senior Vice President and
                                         Chief Financial Officer

     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 May 25, 2001:
<PAGE>

     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
_________________________          Financial Officer
Thomas R. Hix                      (principal financial officer)


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

Nathan M. Avery *                  Director

C. Baker Cunningham*               Director

Grant A. Dove*                     Director

Michael E. Patrick*                Director

David Ross*                        Director

Michael Sebastian*                 Director

     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 25th day of May, 2001.


                                    COOPER CAMERON CORPORATION
                                    BROAD BASED 2000 INCENTIVE PLAN

                                    ADMINISTRATIVE COMMITTEE

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



*By:  /s/ William C. Lemmer
    ------------------------
    William C. Lemmer
    Attorney-in-fact
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit                                                                             Sequential
Number                            Description                                        Page No.
-----------------------------------------------------------------------------------------------
<C>      <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, filed as
        Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron
        Corporation, dated May 26, 1998 (Commission File No. 333-53545), 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     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     Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as
        Exhibit 4.6 to the Registration Statement on Form S-8 filed with the SEC
        on September 26, 2000 (File No. 333-46638) and incorporated herein
        by reference.

4.7     First Amendment to the Cooper Cameron Corporation Broad Based 2000
        Incentive Plan.

5.1     Opinion and Consent of William C. Lemmer, Vice President, General Counsel
        and Secretary of the Company.

23.1    Consent of William C. Lemmer (contained in his opinion filed as
        Exhibit 5.1 hereto.)

23.2    Consent of Independent Auditors.

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

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

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 13389}]
{"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": "333-61820", "film-number": "1649887"}, "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"}}
As filed with the Securities and Exchange Commission on  May 29, 2001

                                                       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 BROAD BASED
                              2000 INCENTIVE PLAN
                           (Full title of the plan)

                               William C. Lemmer
                 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            500,000(4)      $68.375      $34,187,500            $8,547
$.01 per share
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1934, this
     registration statement also covers an indeterminate number of additional
     shares that may be necessary to adjust the number of shares reserved for
     issuance under the Cooper Cameron Corporation Broad Based 2000 Incentive
     Plan as a result of any future stock split, stock dividend or similar
     adjustment of the outstanding Common Stock.
(2)  Estimated based on the reported New York Stock Exchange composite
     transactions high and low prices on
     May 24, 2001,  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.
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, 2000.

     (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

     (c) Form 8-K filed on May 16, 2001.

     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, 2000, 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 on 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 William C. Lemmer, Vice President, General Counsel and Secretary
of the Company.  Mr. Lemmer is eligible to participate in the Cooper Cameron
Corporation Broad Based 2000 Incentive Plan.

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, filed as
     Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron
     Corporation, dated May 26, 1998 (Commission File No. 333-53545), 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  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  Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as
     Exhibit 4.6 to the Registration Statement on Form S-8 filed with the SEC on
     September 26, 2000 (File No. 333- 46638) and incorporated herein by
     reference.

4.7  First Amendment to the Cooper Cameron Corporation Broad Based 2000
     Incentive Plan.

5.1  Opinion and Consent of William C. Lemmer, Vice President, General Counsel
     and Secretary of the Company.

23.1 Consent of William C. Lemmer (contained in his opinion filed as Exhibit
     5.1 hereto.)

23.2 Consent of Independent Auditors.

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

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

                                   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 25th day of May,
2001.

                                    COOPER CAMERON CORPORATION
                                    (Registrant)

                                    /s/ Thomas R. Hix
                                    ---------------------------------
                                     By: Thomas R. Hix
                                         Senior Vice President and
                                         Chief Financial Officer

     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 May 25, 2001:
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
_________________________          Financial Officer
Thomas R. Hix                      (principal financial officer)

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

Nathan M. Avery *                  Director

C. Baker Cunningham*               Director

Grant A. Dove*                     Director

Michael E. Patrick*                Director

David Ross*                        Director

Michael Sebastian*                 Director

     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 25th day of May, 2001.

                                    COOPER CAMERON CORPORATION
                                    BROAD BASED 2000 INCENTIVE PLAN

                                    ADMINISTRATIVE COMMITTEE

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

*By:  /s/ William C. Lemmer
    ------------------------
    William C. Lemmer
    Attorney-in-fact
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, filed as
        Exhibit 4.3 to the Registration Statement on Form S-8 of Cooper Cameron
        Corporation, dated May 26, 1998 (Commission File No. 333-53545), 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     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     Cooper Cameron Corporation Broad Based 2000 Incentive Plan, filed as
        Exhibit 4.6 to the Registration Statement on Form S-8 filed with the SEC
        on September 26, 2000 (File No. 333-46638) and incorporated herein
        by reference.

4.7     First Amendment to the Cooper Cameron Corporation Broad Based 2000
        Incentive Plan.

5.1     Opinion and Consent of William C. Lemmer, Vice President, General Counsel
        and Secretary of the Company.

23.1    Consent of William C. Lemmer (contained in his opinion filed as
        Exhibit 5.1 hereto.)

23.2    Consent of Independent Auditors.

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

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