COOPER CAMERON CORP, RW, 1996-07-23

COOPER CAMERON CORP
RW, 1996-07-23
OIL & GAS FIELD MACHINERY & EQUIPMENT

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<PAGE>
 
                                 FRANKLIN MYERS
                   Senior Vice President and General Counsel
                           COOPER CAMERON CORPORATION
                       515 Post Oak Boulevard, Suite 1200
                              Houston, Texas 77027
                                 (713) 513-3300



                                  July 22, 1996



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

Attention:  Mr. Jeffrey P. Riedler, Branch Chief
            Mr. Hugh Fuller, Examiner
             
       Re:  Cooper Cameron Corporation
            Form S-3 Registration Statement No. 333-4283

Gentlemen:

          On behalf of Cooper Cameron Corporation (the "Registrant"), the
undersigned hereby respectfully requests, for the reasons set forth in Comment
No. 2 to the Staff's comment letter dated June 24, 1996 and Comment No. 1 to the
Staff's comment letter dated July 9, 1996, that the Commission issue an order
withdrawing Registrant's Registration Statement No. 333-4283.  It is anticipated
that upon the issuance of such order, a registration statement covering the same
transaction will immediately be refiled on Form S-3, for which the Registrant is
now eligible.  Thank you.
 
                                 Very truly yours,


                                 /s/ Franklin Myers
                                 Franklin Myers,
                                 As Attorney for Service