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                                                                     Exhibit 4.7

                             FIRST AMENDMENT TO THE
                           COOPER CAMERON CORPORATION
                           COMPENSATION DEFERRAL PLAN

     WHEREAS, COOPER CAMERON CORPORATION (the "Company") has heretofore adopted
the COOPER CAMERON CORPORATION COMPENSATION DEFERRAL PLAN (the "Plan"); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows; effective as of July
1, 1998:

     1. The term "Change in Control" in Section 1.1(g) of the Plan shall be
replaced with the term "Change of Control" in each place that it appears.

     2. The following shall be added to Section 3.2 of the Plan:

     "With respect to a Participant receiving annual installment payments (other
     than the final annual installment payment) pursuant to Section 4.1, the
     Participant's Plan Account shall be reduced as of the last day of each
     calendar year by interest equivalents on the amount of the installment
     payment made during such calendar year multiplied by a fraction, the
     numerator of which is the number of days between the date of such
     installment payment during such calendar year and the end of such calendar
     year and the denominator of which is 365. Notwithstanding the foregoing, in
     the event a lump sum payment or final annual installment payment is made
     within a calendar year, as of the date of such payment, Deferred
     Compensation credited to a Participant's Plan Account shall be credited
     with interest equivalents, as additional Deferred Compensation, in an
     amount equal to the rate provided above. Such interest equivalents shall be
     credited (i) on the amount of Deferred Compensation (including any interest
     equivalents previously credited pursuant to this Section 3.2) credited as
     of the last day of the calendar year preceding such date of payment,
     multiplied by a fraction, the numerator of which is the number of days
     between such last day and such date of payment and the denominator of which
     is 365, (ii) on 50% of the Deferred Compensation credited pursuant to
     Section 2.3(a) during the calendar year in which such date of payment
     occurs, multiplied by a fraction, the numerator of which is the number of
     days between the last day of the calendar year preceding such date of
     payment and such date of payment and the denominator of which is 365, and
     (iii) on the Deferred Compensation credited pursuant to Sections 2.3(b) and
     2.3(c) during the calendar year in which such date of payment occurs,
     multiplied by a fraction, the numerator of which is the number of days
     between the date(s) such Deferred Compensation was credited during such
     calendar year and such date of payment and the denominator of which is
     365."

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     3. Section 4.1 of the Plan shall be deleted and the following shall be
substituted therefor:

     "4.1 Payment of Deferred Compensation. Except as otherwise provided in this
     Article, payment of the Deferred Compensation of a Participant for all
     calendar years shall not be made until such Participant's termination of
     employment with the Employer. As to the time of such payment, if a
     Participant terminates employment prior to attaining age sixty, payment
     shall be made or commence, as determined in the sole discretion of the
     Committee, as of such termination, as of a specified age following such
     termination, or as of a specified date following such termination, but in
     no event later than age sixty, and if a Participant terminates employment
     after attaining age sixty, payment shall be made or commence as of such
     termination. The manner of such payment shall be in the form of a lump sum
     or annual installments for a five-, ten-, or fifteen-year period, or a
     combination thereof, as determined in the sole discretion of the Committee.
     In making its determination as to time and manner of payment, the Committee
     may consider the age, family status, health, financial status, or such
     other factors as it deems relevant respecting the Participant or
     Beneficiary. The Participant may, but shall not be required to, express his
     preference to the Committee as to the time and manner of payment of his
     Deferred Compensation, but the Committee shall be under no obligation to
     follow such preference. All Deferred Compensation shall be paid in cash. In
     the event the Participant or Beneficiary is to receive Deferred
     Compensation in installments, the amount of each such installment shall be
     equal to a fraction of the amount of the Deferred Compensation remaining to
     be paid with respect to such Deferred Compensation, the numerator of which
     is one and the denominator of which is the number of installments of such
     Deferred Compensation remaining to be paid. The installments of the
     Deferred Compensation shall be credited with interest equivalents as
     provided in Section 3.2."

     4. Section 9.4 of the Plan shall be deleted and the following shall be
substituted therefor:

     "9.4 Funding. The Plan is intended to constitute an unfunded plan of
     deferred compensation for a select group of management or highly
     compensated employees of the Employer. The obligation of an Employer under
     the Plan to provide a Participant or Beneficiary with a benefit constitutes
     the unsecured promise of such Employer to make payments as provided herein,
     and no person shall have an interest in, or a lien or prior claim upon, any
     property of the Employer. The Employer shall establish an irrevocable
     grantor trust ('Trust') with an independent commercial trustee ('Trustee')
     to provide for the payments of the Employer's obligations hereunder. Prior
     to a Change of Control, the funding of the Trust shall be in the sole
     discretion of the Employer. Upon a Change of Control, and prior to or as of
     the effective date thereof, the Employer shall fund the Trust in an amount
     sufficient to cover all benefit obligations under the Plan as

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     of such date. Plan benefits may be paid out of the Employer 's general
     assets or out of the Trust. To the extent the Employer transfers assets to
     the Trust, the Trustee shall pay Plan benefits to Participants and
     Beneficiaries out of the Trust in accordance with the terms of the Trust.
     The Employer shall remain the owner of all assets in the Trust, and the
     assets shall be subject to the claims of an Employer's creditors if such
     Employer ever becomes insolvent. For purposes hereof, an Employer shall be
     considered 'insolvent' if (i) such Employer is unable to pay its debts as
     they become due or (ii) such Employer is subject to a pending proceeding as
     a debtor under the United States Bankruptcy Code (or any successor federal
     statute). The Employer shall have the duty to inform the Trustee in writing
     if an Employer becomes insolvent. Such notice given under the preceding
     sentence by any party shall satisfy all of the party's duty to give notice.
     When so informed, the Trustee shall suspend payments to the Participants
     and Beneficiaries and hold the assets for the benefit of such Employer's
     general creditors. If the Trustee receives a written allegation that an
     Employer is insolvent, the Trustee shall suspend payments to the
     Participants and Beneficiaries and hold the Trust for the benefit of such
     Employer's general creditors and shall determine within the period
     specified in the Trust whether such Employer is insolvent. If the Trustee
     determines that such Employer is not insolvent, the Trustee shall resume
     payments to the Participants and Beneficiaries. No Participant or
     Beneficiary shall have any preferred claim to, or any beneficial ownership
     interest in, any assets of the Trust."

     5. As amended hereby, the Plan is specifically ratified and reaffirmed.

     EXECUTED at Houston, Texas this 3rd day of September, 1998.

                                                 COOPER CAMERON CORPORATION


                                                 By:  /s/ Franklin Myers
                                                     ---------------------------
                                                     Name:  Franklin Myers
                                                     Title: Sr. V.P.