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                                                                   EXHIBIT 10.12

                             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 of such date.   Plan benefits may be paid out
     of the Employer's general assets or out of the Trust. To the
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     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 ____ day of _______________, 19___.

                                             COOPER CAMERON CORPORATION


                                             BY:
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                                             NAME:
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                                             TITLE:
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     (Signed Document on File)